ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended
December 31, 2015

or

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-51595

________________________

Web.com Group, Inc.

(Exact name of registrant as specified in its charter)

________________________

Delaware

94-3327894

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

12808 Gran Bay Parkway, West, Jacksonville, FL

32258

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (904) 680-6600

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
ý
Yes
¨
No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act.
¨
Yes
ý
No

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
ý
Yes
¨
No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
ý
Yes
¨
No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
x

Accelerated filer
¨

Non-accelerated filer
¨

Smaller reporting company
¨

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨
Yes
ý
No

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $884,286,659 as of June 30, 2015 based on the closing sale price of the common stock as quoted by the NASDAQ Global Market reported for such date. Shares of common stock held by each executive officer and each director and by each person who is known by the registrant to own 10% or more of the outstanding common stock have been excluded from this calculation as such persons may deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purpose.

Common Stock, par value $0.001 per share, outstanding as of February 22, 2016: 50,232,359

DOCUMENTS INCORPORATED BY REFERENCE

Parts of the Proxy Statement for the registrant's 2016 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K are incorporated by reference in Part III of this Form 10-K.

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other factors in this Annual Report on Form 10-K in greater detail under the heading “Risk Factors.” Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this Annual Report on Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Item 1. Business.

Web.com Group, Inc. (referred to as "we", “the Company”, “Web.com Group, Inc.” or “Web.com” herein) provides a full range of Internet services to small businesses to help them compete and succeed online. Web.com meets the needs of small businesses anywhere along their lifecycle with affordable, subscription-based solutions including domains, hosting, website design and management, search engine optimization, online marketing campaigns, local sales leads, social media, mobile products and eCommerce solutions. Headquartered in Jacksonville, Florida, Web.com is a publicly traded company (NASDAQ: WEB) serving approximately
3.4 million
customers, primarily in North America, with approximately
2,200
employees in North America, South America and the United Kingdom.

Web.com was incorporated under the General Corporation Law of the State of Delaware on March 2, 1999 as Website Pros, Inc. We offered common stock to the public for the first time on November 1, 2005 as Website Pros (NASDAQ: WSPI) and began trading as Web.com (NASDAQ: WWWW) following our acquisition of the legacy Web.com business in September 2007. On November 9, 2015, the Company changed its trading symbol from WWWW to WEB, which continues to be traded on the NASDAQ.

Market Opportunity

According to the U.S. Census Bureau, there are more than
28 million
small businesses in the United States with fewer than
500
employees. Our focus is to help small businesses succeed online. Small business owners, including sole proprietors, have limited support staff and must devote most of their time to running the daily operations of their businesses. They often have limited knowledge of how to build a web presence and limited time to acquire the skills to do so. At the same time, there is growing acceptance among these small business owners that an effective Internet presence is critical to their marketing efforts and there is evidence that these businesses are shifting their marketing budgets from traditional media to online channels.

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What We Do

Using a consultative approach, Web.com offers small businesses one-stop shopping for an array of effective, affordable online products and services that will help drive their businesses. We have positioned ourselves as a partner to small businesses across all phases of their adoption of Internet marketing, from their initial entry onto the web to more advanced online marketing solutions. As a global domain registrar, we enable small businesses to establish an online presence by buying a domain name. This basic service is the entry point to greater value-added offerings, which span the range of customer budgets and expertise, from inexpensive Do-It-Yourself ("DIY") websites and e-mail hosting for the technically-savvy to Do-It-For-Me ("DIFM") custom website design services, online marketing, social media and eCommerce solutions for those needing full service. In 2015, we have started our plan to further differentiate our DIY offerings with a modified approach to the market, which is called "Do-It-With-Me" ("DIWM"), which provides our DIY customers with an opportunity to speak and work with us via chat, email or telephone while they are building their websites. We are frequently the technology enabler between small businesses and Internet innovators such as Google and Facebook, allowing the small business customer to take advantage of today’s online and social media outreach.

Through the combination of proprietary software, automated workflow processes, and specialized workforce development and management techniques, Web.com achieves production efficiencies that enable us to offer sophisticated web services at affordable, monthly subscription rates.

Our Services and Products

Our goal is to provide a broad range of web services and products that enable small businesses to establish, maintain, promote, and optimize their online presence. Customers can subscribe to bundled products that meet a variety of needs, and which can be enhanced with additional services. Alternatively, they can choose to purchase ‘a la carte’ solutions for specific solutions.

As our customers demand more advanced products and consultative services, they move from low-priced domain registrations towards high-priced, value-added offerings. These DIFM offerings have relatively high barriers to entry, as they require sophisticated technological and business-process expertise. We are unique in having deployed our feature-rich DIFM website offerings at an unrivaled scale.

Domain Name Registration and Services

We have become one of the largest domain name registrars in the world and offer .com and .net domains as well as the latest top-level domains. We also offer a full suite of domain name services, including domain name registration, transfers, renewals, expiration protection and privacy services. Domain name customers have a highly proprietary need to maintain their distinct Internet address, and our goal is to continue to be their resource for maintaining and extending their registration. Furthermore, these customers represent prime opportunities for more domain name sales, particularly as additional top-level domain names become available. Since online activity typically starts with a domain name, we anticipate continuing to be a market leader in selling and servicing these accounts.

Do-It-For-Me Web Solutions

We have created these services to allow Web.com to undertake virtually all of the work associated with building, maintaining, marketing and enhancing an Internet presence to ultimately drive leads to the small business owner. Since access to these services is through an affordable monthly subscription, these proprietors can have an effective online presence with a minimum outlay of resources. We bundle the most needed products in an efficient manner so the small business owner can focus on his or her core business while the responsibility for making sure the website is optimized for business generation is outsourced to Web.com. Some of our DIFM solutions include:

We offer a variety of DIY website building and marketing solutions for small businesses that want to build their own websites or enhance their websites with online marketing. Our DIY services include:

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•

Hosting services.
We offer core products that are standardized. Our scalable managed hosting services place numerous customers on a single shared server, a cost benefit that is passed along to the customer.

•

Website Builder.
Our Website Builder package is an easy-to-use website building tool which includes thousands of starter templates so users can customize their design. In addition, we combine our easy-to-use DIY tools with our customer support and coaching to assist our customers in building their website.

•

Do-It-Yourself eCommerce Solutions.
We provide a proprietary, professional eCommerce tool that can help businesses begin to sell from their website. Our shopping cart system supplies all of the tools necessary to create and operate an online store and are fully compliant with the Visa Card Information Security Program ("CISP") and Visa International's Payment Card Industry Data Standards ("PCI").

Business success on the Internet begins with a compelling website, but is only fully realized when the website is “found,” prominently displayed by the various search engines, and ultimately when potential customers are motivated to contact the business. We sell a variety of products and services designed to increase the potential that a website receives prominence in the major search engines like Google
TM
, Yahoo! and Bing, and we have expertise in providing pay-per-click advertising as well. Our online marketing proficiency has been recognized by our selection as a Google AdWords Premier Small Business Partner and as a Yahoo! Local Ambassador. Some of our online marketing products include:

•

Search Engine Optimization (SEO).
Products and services designed to help improve organic search engine rankings and to increase qualified traffic and lead generation.

•

Search Engine Marketing.
Local and national search engine marketing services, sometimes known as pay-per-click advertising, where we manage an advertising budget for our customers.

•

Leads by Web.
Researches relevant keywords in the customer’s industry to create ads designed to bring traffic to the website. When prospects search for a service, they are driven to a lead generation site to request a quote, and then leads are delivered to the subscriber’s computer or phone for follow up.

•

Renovation Experts.
Premium lead generation service specific to contractors, homebuilders and remodeling professionals. We provide a competitive marketplace that matches homeowners in need of remodeling services with qualified contractors in their local area.

Other Revenue

•

Monetization.
Domain names are digital assets with a lifecycle that can be managed to generate advertising cash flow and resale revenue for Web.com. We strive to maximize revenue from domains that are newly registered, purchased from third parties, canceled, expired or retained for our in-house portfolio of domain names.

•

Advertising.
Web.com offers online advertising opportunities for companies focused on small businesses to be featured on our websites. Since our customers return to our website repeatedly to access their account, seek new products and improve their online knowledge via our learning center, we are in an excellent position to provide targeted display advertising, newsletter advertising, and partner sponsorships.

•

Directory Listings.
An online search directory that gives businesses online exposure to ensure that each business maximizes its potential in order to attract new customers. A local business listing typically contains business name, address, phone number, as well as, other details.

Online.
We primarily promote our services through the Web.com, Network Solutions.com and Register.com websites. To drive potential customers to these sites, we engage in online marketing and advertising campaigns, and participate in seminars targeting small businesses that wish to sell their services online. Our partners also promote our services by including our products on their websites and by including services in their ongoing marketing and promotional efforts with their customers.

Outbound and Inbound Telesales.
We utilize our telesales organization to cross-sell and up-sell our full product offerings to our entire customer base. In addition, we target customer lists provided by companies with which we have strategic marketing relationships. We believe that the relationships our customers have with their strategic partners enhances the ability to reach a decision maker, make a presentation, have our offer considered, and close the sale during the initial call.
In addition, we maintain a separate team of sales specialists specifically focused on responding to inbound inquiries

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generated by programs initiated by the company and its strategic marketing partners through a mix of e-mail, direct mail, website, direct response television (DRTV) and other marketing efforts to help promote services to prospective customers.

Direct Response Television and Radio.
We have expanded our efforts of promoting Do-It-For-Me products through television and radio advertising campaigns. In addition to legacy ads supporting our Custom Website and Facebook
TM
Boost by Web.com solutions, we have branded DRTV spots, which describe us and feature real customers who have derived significant business value from our solutions.

Local Direct Sales.
We have a direct sales “Feet on the Street” initiative in over 20 geographic markets throughout the United States, and expect to expand our penetration by expanding our inside sales organization to complement the markets where we do not have a physical presence. Our local sales teams are equipped to sell a full complement of solutions including Leads by Web, Custom Website Design, Social Media and Paid Search programs.

Branding.
In 2012, we entered a 10-year agreement to become the umbrella sponsor of the renamed Web.com Tour (formerly the Nationwide Tour), and an official marketing partner of the PGA TOUR. As a sponsor, our brand name has gained heightened visibility, and we believe this relationship will help us reach our target market of small business owners. In addition, in many Web.com Tour, PGA TOUR, and Champions Tour markets we host free, small educational seminars designed to help small businesses learn how to be successful on the Internet as part of an initiative to bring additional benefit to communities where events are held, which in turn helps reach more of our target market.

Reseller, Affiliate Network and Private Label Partners.
We have developed affiliate partners and resellers who sell our services and provide additional opportunities to up-sell and cross-sell Do-It-For-Me services. We have worked closely with these resellers to develop sales support and fulfillment processes that integrate with the resellers’ sales, service, support, and billing practices. We provide ongoing marketing and technical support for our partners to ensure a positive customer experience for their end customers. Additionally, we provide these resellers with training and sales materials to support the web services being offered.

As of
December 31, 2015
, we had approximately
3.4 million
customers. We generally target small businesses with less than
20
employees. We seek to create long-term relationships with these businesses by helping them leverage the Internet as a channel to promote and grow their business.

Data Security

We maintain major operational facilities in Jacksonville, Florida; Atlanta, Georgia; Herndon, Virginia; Spokane, Washington; Hazleton, Pennsylvania; Barrie, Ontario; and Yarmouth, Nova Scotia for most of our internal operations. These facilities are monitored through our redundant Network Operations Centers (NOC); which are staffed 24 hours a day, seven days a week. The servers that provide our customers’ website data to the Internet are located within third-party co-location facilities in Jacksonville, Florida and Atlanta, Georgia. These co-location facilities have a
secured network infrastructure including intrusion detection at the router level, full network traffic monitoring, end point monitoring, data collection and event reporting. Our contract obligates our co-location provider to provide us a secured space within their overall data center. The facilities are secured through card-key numeric entry and biometric access. Infrared detectors are used throughout the facility. In addition, the co-location facilities are staffed 24 hours a day, seven days a week, with experts to manage and monitor the carrier networks and network access. The co-location facilities also provide multiple Internet carriers to help ensure bandwidth is

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available to our customers. The availability of electric power at the co-location facilities is provided through multiple uninterruptible power supply and generator systems should power supply fail at any of our major facilities.

Customer data is redundant through the use of multiple application and web servers. Customer data is backed up to other disk arrays with fail-over to help ensure high availability. Customer data is also maintained at our national design center and can be republished from archival data at any time. Currently, this process could take approximately 24 hours. Our financial system reporting also uses redundant systems and can be reconstituted in approximately 12 hours. Our customer data is stored on systems that are compliant and certified to meet CISP and PCI security standards. Furthermore, we have a highly available redundant infrastructure, which provides disaster recovery backup to prevent a disruption to our customers.

We continue to work on plans to provide active load balancing and built in disaster-recovery operations between our Atlanta and Jacksonville co-location sites. Under this scenario, a full copy of data would be backed up at each site. Each co-location site would provide fail-over capability for the other to prevent a disruption of our customers’ websites should either co-location site become unavailable.

Competition

The market for web services is highly competitive and evolving. We expect competition to increase from existing competitors as well as new market entrants. Most existing competitors typically offer a limited number of specialized solutions and services, but may provide a more comprehensive set of services in the future. These competitors include, among others, website designers, domain name registrars, Internet service providers, Internet search engine providers, local business directory providers, eCommerce service providers, lead generation companies and hosting companies. Some of the companies we compete with are: GoDaddy, Endurance International Group, 1&1 Internet, and Wix.com, Ltd. Some of our competitors have greater resources, more brand recognition, larger installed bases of customers than we do, and we cannot ensure that we will be able to compete favorably against them or our other competitors.

We believe the principal competitive factors in the small business segment of the web services and online marketing and lead generation industry include:

Our success and ability to compete is dependent in significant part on our ability to develop and maintain the proprietary aspects of our technology and operate without infringing upon the proprietary rights of others. We currently rely primarily on a combination of copyright, trade secret and trademark laws, confidentiality procedures, contractual provisions, and other similar measures to protect our proprietary information. As of
December 31, 2015
, we owned
47
issued U.S. patents. We also have several additional patent applications pending but not yet issued.

Due to the rapidly changing nature of applicable technologies, we believe that the improvement of existing offerings, reliance upon trade secrets and unpatented proprietary know-how, and development of new offerings generally will continue to be our principal source of proprietary protection. While we have hired third-party contractors to help develop our software and design websites, we own the intellectual property created by these contractors. Our software is not substantially dependent on any third-party software, although our software does utilize open source code. Notwithstanding the use of this open source code, we do not believe our usage requires public disclosure of our own source code nor do we believe the use of open source code is material to our business.

We also have an ongoing service mark and trademark registration program pursuant to which we register some of our product names, slogans and logos in the United States and in some foreign countries. License agreements for our software include restrictions intended to protect our intellectual property. These licenses are generally non-transferable and are perpetual. In addition, we require all of our employees, contractors and many of those with whom we have business relationships to sign non-disclosure and confidentiality agreements and to assign to us in writing all inventions created

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while working for us. Some of our products also include third-party software that we obtain the rights to use through license agreements. In such cases, we have the right to distribute or sublicense the third-party software with our products.

We have entered into confidentiality and other agreements with our employees and contractors. We have also entered into nondisclosure agreements with suppliers, distributors and some customers to limit access to and disclosure of our proprietary information. Nonetheless, neither the intellectual property laws nor contractual arrangements, nor any of the other steps we have taken to protect our intellectual property can ensure that others will not use our technology or that others will not develop similar technologies.

We license or lease from others, many technologies used in our services. We expect that we and our customers could be subject to third-party infringement claims as the number of websites and third-party service providers for web-based businesses grows. Although we do not believe that our technologies or services infringe on the proprietary rights of any third parties, we cannot ensure that third parties will not assert claims against us in the future or that these claims will not be successful.

Employees

As of
December 31, 2015
, we had approximately
2,200
employees. None of our employees are represented by unions. We consider the relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements.

Available Information

We make available free of charge on or through our investor relations website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities Exchange Commission ("SEC").

You may read and copy this Form 10-K at the SEC’s public reference room at 100 F Street, NE, Washington D.C. 20549. Information on the operation of the public reference room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding our filings at
www.sec.gov.

Item 1A. Risk Factors.

In evaluating Web.com and our business, you should carefully consider the risks and uncertainties set forth below, together with all of the other information in this report. The following risks should be read in conjunction with our “Management's Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. If any of the following risks occur, our business, financial condition, operating results or prospects could be harmed. In that event, the price of our common stock could decline, and you could lose part or all of your investment.

Our operating results are difficult to predict and fluctuations in our performance may result in volatility in the market price of our common stock.

Due to our evolving business model and the unpredictability of our evolving industry our operating results are difficult to predict. We expect to experience fluctuations in our operating and financial results due to a number of factors, such as:

These factors and others all tend to make the timing and amount of our revenue unpredictable and may lead to greater period-to-period fluctuations in revenue than we have experienced historically.

Additionally, in light of current global and U.S. economic conditions, we believe that our quarterly revenue and results of operations are likely to vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful. The results of one quarter may not be relied on as an indication of future performance. If our quarterly revenue or results of operations fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.

We may expand through acquisitions of, or investments in, other companies or technologies, which may result in additional dilution to our stockholders, consume resources that may be necessary to sustain our business and increase debt for funding acquisitions.

One of our business strategies is to acquire complementary services, technologies or businesses. In connection with one or more of those transactions, we may:

incur debt that could have terms unfavorable to us or that we might be unable to repay.

Business acquisitions also involve the risk of unknown liabilities associated with the acquired business. In addition, we may not realize the anticipated benefits of any acquisition, including securing the services of key employees. Incurring unknown liabilities or the failure to realize the anticipated benefits of an acquisition could seriously harm our business.

We rely heavily on the reliability, security, and performance of our internally developed systems and operations, and any difficulties in maintaining these systems may result in service interruptions, decreased customer service, or increased expenditures.

The software and workflow processes that underlie our ability to deliver our web services and products have been developed primarily by our own employees. The reliability and continuous availability of these internal systems are critical to our business, and any interruptions that result in our inability to timely deliver our web services or products, or that materially impact the efficiency or cost with which we provide these web services and products, would harm our reputation, profitability, and ability to conduct business. In addition, many of the software systems we currently use will need to be enhanced over time or replaced with equivalent commercial products, either of which could entail considerable effort and expense. If we fail to develop and execute reliable policies, procedures, and tools to operate our infrastructure, we could face a substantial decrease in workflow efficiency and increased costs, as well as a decline in our revenue.

System and Internet failures could harm our reputation, cause our customers to request reimbursement for services paid for and not received or cause our customers to seek another provider for services.

We must be able to operate the systems that manage our network around the clock without interruption. Our operations depend upon our ability to protect our network infrastructure, equipment, and customer files against damage from human error, fire, earthquakes, hurricanes, floods, power loss, telecommunications failures, sabotage, intentional acts of vandalism and similar events. Our networks are currently subject to various points of failure. For example, a problem with one of our routers (devices that move information from one computer network to another) or switches could cause an interruption in the services that we provide to some or all of our customers. In the past, we have experienced periodic interruptions in service. We have also experienced, and in the future we may again experience, delays or interruptions in service as a result of the accidental or intentional actions of Internet users, current and former employees, or others. Any future interruptions could:

•

cause customers or end users to seek damages for losses incurred;

•

require us to replace existing equipment or add redundant facilities;

•

damage our reputation for reliable service;

•

cause existing customers to cancel their contracts; or

•

make it more difficult for us to attract new customers.

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We have been adversely affected by information security breaches and cyber security attacks and could be adversely affected by breaches or attacks in the future.

Information security risks have generally increased in recent years, in part because of the proliferation of new technologies and the use of the Internet, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties, some of which may be linked to terrorist organizations or hostile foreign governments. Our web services involve the storage and transmission of our customers' and employees' proprietary information. Our business relies on our digital technologies, computer and email systems, software, and networks to conduct its operations. Our technologies, systems and networks may become the target of criminal cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of Web.com or third parties with whom we deal, or otherwise disrupt our or our customers’ or other third parties’ business operations. It is critical to our business strategy that our facilities and infrastructure remain secure and are perceived by the marketplace to be secure. Although we employ appropriate security technologies (including data encryption processes, intrusion detection systems), and conduct comprehensive risk assessments and other internal control procedures to assure the security of our customers' data, we cannot guarantee that these measures will be sufficient for this purpose.

For example, on August 13, 2015, we were subject to an unauthorized breach of one of our computer systems. As a result of this attack, the credit card information of approximately 93,000 customers (of the company's over 3.3 million customers) may have been compromised. If our security measures are breached again as a result of third-party action, employee error or otherwise, and as a result our customers' data becomes available to unauthorized parties, we could incur liability and our reputation would be damaged, which could lead to the loss of current and potential customers. If we experience any breaches of our network security or sabotage, we might be required to expend significant capital and other resources to detect, remedy, protect against or alleviate these and related problems, and we may not be able to remedy these problems in a timely manner, or at all. Because techniques used by outsiders to obtain unauthorized network access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. Although we have insurance in place that covers such incidents, the cost of a breach or cyberattack could well exceed any such insurance coverage.

Our servers are also frequently subjected to denial of service attacks and other attempts to disrupt traffic to ours and our customers' websites. Although we have been able to minimize these disruptions in the past, there is no guarantee that we will be able to do so successfully in the future. Our customers and employees have been and will continue to be targeted by parties using fraudulent “spoof” and “phishing” emails to misappropriate personal information or to introduce viruses or other malware through “trojan horse” programs to our users' computers. These emails appear to be legitimate emails sent by us, but direct recipients to fake websites operated by the sender of the email or request that the recipient send a password or other confidential information through email or download malware. Despite our efforts to mitigate “spoof” and “phishing” emails through product improvements and user education, “spoof” and “phishing” activities remain a serious problem that may damage our brands, discourage use of our websites and services and increase our costs.

We could become involved in claims, lawsuits or investigations that may result in adverse outcomes.

We may become a target of government investigations, private claims, or lawsuits, involving but not limited to general business, patent, or employee matters, including consumer class actions challenging our business practices. Such proceedings may initially be viewed as immaterial but could prove to be material. Litigation is inherently unpredictable, and excessive verdicts do occur. Adverse outcomes could result in significant monetary damages, including indemnification payments, or injunctive relief that could adversely affect our ability to conduct our business. Given the inherent uncertainties in litigation, even when we are able to reasonably estimate the amount of possible loss or range of loss and therefore record an aggregate litigation accrual for probable and reasonably estimable loss contingencies, the accrual may change in the future due to new developments or changes in approach. In addition, such investigations, claims and lawsuits could involve significant expense or divert management's attention and resources from other matters.

If we cannot adapt to technological advances, our web services and products may become obsolete and our ability to compete would be impaired.

Changes in our industry occur very rapidly, including changes in the way the Internet operates or is used by small businesses and their customers. As a result, our web services and products could become obsolete quickly. The introduction of competing products employing new technologies and the evolution of new industry standards could render our existing products or services obsolete and unmarketable. To be successful, our web services and products must keep pace with technological developments and evolving industry standards, address the ever-changing and increasingly sophisticated needs of our customers, and achieve market acceptance. If we are unable to develop new web services or products, or enhancements to our

9

web services or products, on a timely and cost-effective basis, or if our new web services or products or enhancements do not achieve market acceptance, our business would be seriously harmed.

Mobile devices are increasingly being used to access the Internet, and our cloud-based and mobile support products may not operate or be as effective when accessed through these devices, which could harm our business.

We offer our products across several operating systems and through the Internet. Mobile devices, such as smartphones and tablets, are increasingly being used as the primary means for accessing the Internet and conducting e-commerce. We are dependent on the functionality of our products with third-party mobile devices and mobile operating systems, as well as web browsers that we do not control. Any changes in such devices, systems or web browsers that impact the functionality of our products or give preferential treatment to competitive products could adversely affect usage of our products. In addition, because a growing number of our customers access our products through mobile devices, we are dependent on the interoperability of our products with mobile devices and operating systems. Improving mobile functionality is integral to our long-term product development and growth strategy. In the event that our customers have difficulty accessing and using our products on mobile devices, our customer growth, business and operating results could be adversely affected.

Our failure to build and maintain brand awareness could compromise our ability to compete and to grow our business.

As a result of the highly competitive nature of our market, and the likelihood that we will face competition from new entrants, we believe our own brand name recognition and reputation are important. If we do not continue to build and maintain brand awareness, we could be placed at a competitive disadvantage to companies whose brands are more recognizable than ours.

Providing web services and products to small businesses designed to allow them to Internet-enable their businesses is a fragmented and changing market; if this market fails to grow, we will not be able to grow our business.

Our success depends on a significant number of small businesses outsourcing website design, hosting, and management as well as adopting other online business solutions. The market for our web services and products is relatively fragmented and constantly changing. Custom website development has been the predominant method of Internet enablement, and small businesses may be slow to adopt our template-based web services and products. Further, if small businesses determine that having an online presence is not giving their businesses any advantages, they would be less likely to purchase our web services and products. If the market for our web services and products fails to grow or grows more slowly than we currently anticipate, or if our web services and products fail to achieve widespread customer acceptance, our business would be seriously harmed.

A portion of our web services are sold on a month-to-month basis, and if our customers are unable or choose not to subscribe to our web services, our revenue may decrease.

A portion of our web service offerings are sold pursuant to month-to-month subscription agreements and our customers generally can cancel their subscriptions to our web services at any time with little or no penalty.

There are a variety of factors, which have in the past led, and may in the future lead, to a decline in our subscription renewal rates. These factors include the cessation of our customers' businesses, the overall economic environment in the United States and its impact on small businesses, the services and prices offered by us and our competitors, and the evolving use of the Internet by small businesses. If our renewal rates are low or decline for any reason, or if customers demand renewal terms less favorable to us, our revenue may decrease, which could adversely affect our financial performance.

We were profitable for the year ended
December 31, 2015
, but we were not profitable for the years ended December 31,
2014, and 2013 and we may not stay profitable in the future.

We were profitable for the year ended
December 31, 2015
but we were not profitable for the years ended December 31, 2014, 2013, and may not be profitable in future years. As of
December 31, 2015
, we had an accumulated deficit of approximately
$280.6 million
. We expect that our expenses relating to the sale and marketing of our web services, technology improvements and general and administrative functions, as well as the costs of operating and maintaining our technology infrastructure, will remain consistent as a percentage of revenue. Accordingly, we may need to maintain or increase our revenue levels to be able to continue to maintain profitability. We may not be able to reduce in a timely manner or maintain our expenses in response to any decrease in our revenue, and our failure to do so would adversely affect our operating results and our level of profitability.

If Internet usage does not grow or if the Internet does not continue to be the standard for eCommerce, our business may suffer.

Our success depends upon the continued development and acceptance of the Internet as a widely used medium for eCommerce and communication. Rapid growth in the uses of, and interest in, the Internet is a relatively recent phenomenon and its

10

continued growth cannot be assured. A number of factors could prevent continued growth, development and acceptance, including:

•

the unwillingness of companies and consumers to shift their purchasing from traditional vendors to online vendors;

•

the Internet infrastructure may not be able to support the demands placed on it, and its performance and reliability may decline as usage grows;

•

security and authentication issues may create concerns with respect to the transmission over the Internet of confidential information; and

•

privacy concerns, including those related to the ability of websites to gather user information without the user's knowledge or consent, may impact consumers' willingness to interact online.

Any of these issues could slow the growth of the Internet, which could limit our growth and revenues.

In the future, we may be unable to generate sufficient cash flow to satisfy our debt service obligations.

As of
December 31, 2015
, we had
$197.5 million
aggregate principal amount of our Term Loan and Revolving Credit Facility (defined in Note 4,
Long-Term Debt
) and
$258.8 million
aggregate principal amount of 1.00% Senior Convertible Notes due August 15, 2018 ("2018 Notes") outstanding. In addition, in connection with our proposed acquisition of Yodle, Inc., we entered into an Amendment to Credit Agreement, dated as of February 11, 2016, of our Term Loan and Revolving Credit Facility pursuant to which certain of our lenders have committed to provide an additional $200.0 million of senior secured term loans, the proceeds of which, together with revolving loans and certain cash on hand of Yodle, would be used to (i) refinance certain outstanding debt of Yodle, (ii) pay the acquisition consideration, and (iii) pay any fees and expenses in connection with any of the foregoing. The commitment to provide the term loans and revolving loans is subject to certain conditions, including the closing of the acquisition and other customary closing conditions. Our ability to generate cash flow from operations to make principal and interest payments on our debt will depend on our future performance, including the operations of Yodle upon the consummation of that transaction, which will be affected by a range of economic, competitive and business factors. If our operations do not generate sufficient cash flow from operations to satisfy our debt service obligations, we may need to seek additional capital to make these payments or undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets or reducing or delaying capital investments and acquisitions. We cannot assure you that such additional capital or alternative financing will be available on favorable terms, if at all. Our inability to generate sufficient cash flow from operations or obtain additional capital or alternative financing on acceptable terms could harm our business, financial condition and results of operations. We may also choose to use cash flow from operations to repurchase shares of our common stock which would otherwise be available to pay down long-term debt.

Weakened global economic conditions may harm our industry, business and results of operations.

Our overall performance depends in part on worldwide economic conditions, which may remain challenging for the foreseeable future. Global financial developments seemingly unrelated to us or our industry may harm us. The United States and other key international economies have been impacted by falling demand for a variety of goods and services, poor credit, restricted liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies, and overall uncertainty with respect to the economy. These conditions affect spending and could adversely affect our customers' ability or willingness to purchase our service, delay prospective customers' purchasing decisions, reduce the value or duration of their subscriptions, or affect renewal rates, all of which could harm our operating results.

Our existing and target customers are small businesses. These businesses may be more likely to be significantly affected by economic downturns than larger, more established businesses. For instance, a financial crisis affecting the banking system or financial markets or the possibility that financial institutions may consolidate or go out of business would result in a tightening in the credit markets, which could limit our customers' access to credit. Additionally, these customers often have limited discretionary funds, which they may choose to spend on items other than our web services and products. If small businesses experience economic hardship, or if they behave more conservatively in light of the general economic environment, they may be unwilling or unable to expend resources to develop their online presences, which would negatively affect the overall demand for our services and products and could cause our revenue to decline.

If we fail to comply with the established rules of credit card associations, we will face the prospect of financial penalties and could lose our ability to accept credit card payments from customers, which would adversely affect on our business and financial condition.

A substantial majority of our revenue originates from online credit card transactions. Under credit card association rules, penalties may be imposed at the discretion of the association. Any such potential penalties would be imposed on our credit card

11

processor by the association. Under our contract with our processor, we are required to reimburse our processor for such penalties. We face the risk that one or more credit card associations may, at any time, assess penalties against us or terminate our ability to accept credit card payments from customers, which would have a material adverse effect on our business, financial condition and results of operations.

Increases in payment processing fees, changes to operating rules, the acceptance of new types of payment methods or payment fraud could increase our operating expenses and adversely affect our business and results of operations.

Our customers pay for our services predominately using credit and debit cards (together, "payment cards"). Our acceptance of these payment cards requires our payment of certain fees. From time to time, these fees may increase, either as a result of rate changes by the payment processing companies or as a result of a change in our business practices which increase the fees on a cost-per-transaction basis. Such increases may adversely affect our results of operations.

As our services continue to evolve and expand internationally, we will likely explore accepting various forms of payment, which may have higher fees and costs than our currently accepted payment methods. In addition, if more of our customers utilize higher cost payment methods, our payment costs could increase and our results of operations could be adversely impacted.

Furthermore, we do not obtain signatures from customers in connection with their use of payment methods. To the extent we do not obtain customer signatures, we may be liable for fraudulent payment transactions, even when the associated financial institution approves payment of the orders.

From time to time, fraudulent payment methods are used to obtain service. While we do have certain safeguards in place, we nonetheless experience some fraudulent transactions. The costs to us of these fraudulent transaction includes the costs of implementing as well as updating our safeguards. These fraudulent accounts also increase our bad debt expense and complicate our forecasting efforts as they result in almost 100% customer loss when they are discovered. We do not currently carry insurance against the risk of fraudulent payment transactions. A failure to adequately control fraudulent payment transactions may harm our business and results of operations.

One of our business strategies is to acquire complementary services, technologies or businesses and we have a history of such acquisitions. Under applicable accounting, we allocate the total purchase price of a particular acquisition to an acquired company's net tangible assets and intangible assets based on their fair values as of the date of the acquisition, and record the excess of the purchase price over those fair values as goodwill. Our management's estimates of fair value are based upon assumptions believed to be reasonable but are inherently uncertain. Going forward, the following factors, among others, could result in material charges that would adversely affect our financial results:

•

impairment of goodwill and/or intangible assets;

•

charges for the amortization of identifiable intangible assets and for stock-based compensation;

•

accrual of newly identified pre-merger contingent liabilities that are identified subsequent to the finalization of the purchase price allocation; and

•

charges to eliminate certain of our pre-merger activities that duplicate those of the acquired company or to reduce our cost structure.

Additional costs may include costs of employee redeployment, relocation and retention, including salary increases or bonuses, accelerated amortization of deferred equity compensation and severance payments, reorganization or closure of facilities, taxes and termination of contracts that provide redundant or conflicting services. Some of these costs may have to be accounted for as expenses that would decrease our net income and earnings per share for the periods in which those adjustments are made.

The failure to integrate successfully the businesses of Web.com and an acquired company, if any, in the future within the expected timeframe would adversely affect the combined company's future results.

One of our business strategies is to acquire complementary services, technologies or businesses. The success of any future acquisition, such as our proposed acquisition of Yodle, will depend, in large part, on the ability of the combined company to realize the anticipated benefits, including annual net operating synergies, from combining the businesses of Web.com and the acquired company. To realize these anticipated benefits, the combined company must successfully integrate the businesses of Web.com and an acquired company. This integration will be complex and time consuming.

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The failure to integrate successfully and to manage successfully the challenges presented by the integration process may result in the combined company's failure to achieve some or all of the anticipated benefits of the acquisition.

Potential difficulties that may be encountered in the integration process include the following:

•

lost sales and customers as a result of customers of either of the two companies deciding not to do business with the combined company;

•

complexities associated with managing the larger, more complex, combined business;

•

integrating personnel from the two companies while maintaining focus on providing consistent, high quality services and products;

•

potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the acquisition; and

•

performance shortfalls at one or both of the companies as a result of the diversion of management's attention caused by completing the acquisition and integrating the companies' operations.

Successful integration of Web.com's and an acquired company's operations, products and personnel may place a significant burden on the combined company's management and internal resources. Challenges of integration include the combined company's ability to incorporate acquired products and business technology into its existing product offerings, and its ability to sell the acquired products through Web.com's existing or acquired sales channels. Web.com may also experience difficulty in effectively integrating the different cultures and practices of the acquired company, as well as in assimilating its' broad and geographically dispersed personnel. Further, the difficulties of integrating the acquired company could disrupt the combined company's ongoing business, distract its management focus from other opportunities and challenges, and increase the combined company's expenses and working capital requirements. The diversion of management attention and any difficulties encountered in the transition and integration process could harm the combined company's business, financial condition and operating results.

Our business depends in part on our ability to continue to provide value-added web services and products, many of which we provide through agreements with third parties. Our business will be harmed if we are unable to provide these web services and products in a cost-effective manner.

A key element of our strategy is to combine a variety of functionalities in our web service offerings to provide our customers with comprehensive online solutions, such as Internet search optimization, local yellow pages listings, and eCommerce capabilities. We provide many of these services through arrangements with third parties, and our continued ability to obtain and provide these services at a low cost is central to the success of our business. For example, we currently have agreements with several service providers that enable us to provide, at a low cost, Internet yellow pages advertising. However, these agreements may be terminated on short notice, typically 30 to 90 days, without penalty. If any of these third parties were to terminate their relationships with us, or to modify the economic terms of these arrangements, we could lose our ability to provide these services at a cost-effective price to our customers, which could cause our revenue to decline or our costs to increase.

Our data centers are maintained by third parties. A disruption in the ability of one of these service providers to provide service to us could cause a disruption in service to our customers.

A substantial portion of the network services and computer servers we utilize in the provision of services to customers are housed in data centers owned by other service providers. In particular, a significant number of our servers are housed in data centers in Atlanta, Georgia and Jacksonville, Florida. We obtain Internet connectivity for those servers, and for the customers who rely on those servers, in part through direct arrangements with network service providers and in part indirectly through the owners of those data centers. We also utilize other third-party data centers in other locations. In the future, we may house other servers and hardware items in facilities owned or operated by other service providers.

A disruption in the ability of one of these service providers to provide service to us could cause a disruption in service to our customers. A service provider could be disrupted in its operations through a number of contingencies, including unauthorized access, computer viruses, accidental or intentional actions, electrical disruptions, and other extreme conditions. Although we believe we have taken adequate steps to protect our business through contractual arrangements with our service providers, we cannot eliminate the risk of a disruption in service resulting from the accidental or intentional disruption in service by a service provider. Any significant disruption could cause significant harm to us, including a significant loss of customers. In addition, a service provider could raise its prices or otherwise change its terms and conditions in a way that adversely affects our ability to support our customers or could result in a decrease in our financial performance.

13

We face intense and growing competition. If we are unable to compete successfully, our business will be seriously harmed.

The market for our web services and products is highly competitive and is characterized by relatively low barriers to entry. Our competitors vary in terms of their size and what services they offer. We encounter competition from a wide variety of company types, including:

•

website design and development service and software companies;

•

Internet service providers and application service providers;

•

Internet search engine providers;

•

local business directory providers;

•

website domain name providers and hosting companies; and

•

eCommerce platform and service providers.

In addition, due to relatively low barriers to entry in our industry, we expect the intensity of competition to increase in the future from both established and emerging companies. Increased competition may result in reduced gross margins, the loss of market share, or other changes which could seriously harm our business. We also expect that competition will increase as a result of industry consolidations and formations of alliances among industry participants.

Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, greater brand recognition and, we believe, a larger installed base of customers. These competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the promotion and sale of their services and products than we can. If we fail to compete successfully against current or future competitors, our revenue could increase less than anticipated or decline and our business could be harmed.

Our business could be affected by new governmental regulations regarding the Internet.

To date, government regulations have not materially restricted the use of the Internet in most parts of the world. The legal and regulatory environment pertaining to the Internet, however, is uncertain and may change. New laws may be passed, existing but previously inapplicable or unenforced laws may be deemed to apply to the Internet or regulatory agencies may begin to rigorously enforce such formerly unenforced laws, or existing legal safe harbors may be narrowed, both by U.S. federal or state governments and by governments of foreign jurisdictions. These changes could affect:

•

the liability of online resellers for actions by customers, including fraud, illegal content, spam, phishing, libel and defamation, infringement of third-party intellectual property and other abusive conduct;

•

other claims based on the nature and content of Internet materials;

•

user privacy and security issues;

•

consumer protection;

•

sales taxes by the states in which we sell certain of our products and other taxes, including the value-added tax of the European Union member states, which could impact how we conduct our business by requiring us to set up processes to collect and remit such taxes and could increase our sales audit risk;

•

characteristics and quality of services; and

•

cross-border eCommerce.

The adoption of any new laws or regulations, or the application or interpretation of existing laws or regulations to the Internet, could hinder growth in use of the Internet and online services generally, and decrease acceptance of the Internet and online services as a means of communication, ecommerce and advertising. In addition, such changes in laws could increase our costs of doing business, subject our business to increased liability or prevent us from delivering our services over the Internet, thereby harming our business and results of operations.

Changes in legislation or governmental regulations, policies or standards applicable to our product offerings may have a significant impact on our ability to compete in our target markets.

The telecommunications industry is regulated by the Federal Communications Commission ('FCC") in the U.S. While most such regulations do not affect us directly, certain of those regulations may affect our product offerings. For example, effective

14

October 16, 2013, FCC rules were adopted to require companies to obtain prior express written consent from consumers before calling them with prerecorded telemarketing "robocalls" or before using an autodialer to call their wireless numbers with telemarketing messages unless an unambiguous written consent is obtained before the telemarketing call or text message. If we are unable to satisfy such FCC rules, we could be prevented from providing such product offering to our customers, which could materially and adversely affect our future revenues.

We are subject to export control and economic sanctions laws that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws.

Our business activities are subject to various restrictions under U.S. export controls and trade and economic sanctions laws, including the U.S. Commerce Department's Export Administration Regulations and economic and trade sanctions regulations maintained by the U.S. Treasury Department's Office of Foreign Assets Control, or OFAC. If we fail to comply with these laws and regulations, we could be subject to civil or criminal penalties and reputational harm. U.S. export control laws and economic sanctions laws also prohibit certain transactions with U.S. embargoed or sanctioned countries, governments, persons and entities.

We might require additional capital to support our growth, and this capital might not be available on acceptable terms or at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new services and products, enhance our existing web services, or our operating infrastructure and acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds.

In the event of another global financial crisis, such as the one experienced in 2008, which included, among other things, significant reductions in available capital and liquidity from banks and other providers of credit and substantial reductions or fluctuations in equity and currency values worldwide, may make it difficult for us to obtain additional financing on terms favorable to us, if at all. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired.

The Company's ability to use its net operating loss carry forwards ("NOLs") to offset future taxable income may be limited if taxable income does not reach sufficient levels, or as a result of a change in control which could limit available NOLs.

As of December 31, 2015, the Company has U.S. Federal NOLs of approximately $191.3 million (excluding $74.0 million related to excess tax benefits for stock-based compensation tax deductions in excess of book compensation which will be credited to additional paid-in capital when such deductions reduce taxes payable, as determined on a “with-and-without” basis) available to offset future taxable income which expire between 2020 and 2033. These NOLs are subject to various limitations under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the Company estimates that at least $137.7 million of these NOLs will be available during the carry forward period based on our existing Section 382 limitations.

If the Company experiences any future “ownership change” as defined in Section 382 of the Code, the Company's ability to utilize its U.S. Federal NOLs could be further limited. Similar results could apply to our U.S. state NOLs because the states in which we operate generally follow Section 382.

As of December 31, 2015, the Company also had $63.8 million of NOLs in the United Kingdom related to Scoot, of which the substantial portion was incurred in pre-acquisition periods. Although not subject to expiration, pre-acquisition NOLs could be eliminated under certain circumstances, as determined under applicable tax laws in the United Kingdom, in the 3 year periods both before and after the acquisition date. Although the Company does not believe the pre-acquisition NOLs are subject to any such limitations to date, future activities could subject these NOLs to limitation. As of December 31, 2015, the Company's valuation allowance includes $60.8 million of these NOLs as it is not more likely than not that this portion of the NOLs will be realized based on the expected reversals of existing deferred tax liabilities.

The Company's ability to use its NOLs will also depend on the amount of taxable income generated in future periods. The U.S. NOLs may expire before the Company can generate sufficient taxable income to utilize the NOLs.

15

The accounting method for convertible debt securities that may be settled in cash, such as the 2018 Notes, could have a material effect on our reported financial results.

Under ASC 470-20, an entity must separately account for the liability and equity components of the convertible debt instruments (such as the 2018 Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer's economic interest cost. The effect of ASC 470-20 on the accounting for the 2018 Notes is that the equity component is required to be included in the additional paid-in-capital section of stockholders' equity on our consolidated balance sheet, and the value of the equity component would be treated as original issue discount for purposes of accounting for the debt component of the 2018 Notes. As a result, we will be required to record a greater amount of non-cash interest expense from the amortization of the discounted carrying value of the 2018 Notes to their face amount over the term of the 2018 Notes. We will also report lower net income or increased net loss in our financial results, the trading price of our common, and the trading price of the 2018 Notes.

In addition, under certain circumstances, convertible debt instruments (such as the 2018 Notes) that may be settled entirely or partly in cash may be accounted for utilizing the treasury stock method, the effect of which is that the shares that would be issuable upon conversion of the 2018 Notes are not included in the calculation of diluted earnings per share except to the extent the conversion value of the 2018 Notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be sure that the accounting standards in the future will continue to permit our use the treasury stock method. If we are unable to use the treasury stock method in accounting for the shares issuable upon conversion of the 2018 Notes, then our diluted earnings per share may be adversely affected.

Any growth could strain our resources and our business may suffer if we fail to implement appropriate controls and procedures to manage our growth.

Growth in our business may place a strain on our management, administrative, and sales and marketing infrastructure. If we fail to successfully manage our growth, our business could be disrupted, and our ability to operate our business profitably could suffer. Growth in our employee base may be required to expand our customer base and to continue to develop and enhance our web service and product offerings. To manage growth of our operations and personnel, we will need to enhance our operational, financial, and management controls and our reporting systems and procedures. This will require additional personnel and capital investments, which will increase our cost base. The growth in our fixed cost base may make it more difficult for us to reduce expenses in the short term to offset any shortfalls in revenue.

If we fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial results, which could cause our stock price to fall or result in our stock being delisted.

Effective internal controls are necessary for us to provide reliable and accurate financial reports. We will need to devote significant resources and time to comply with the requirements of Sarbanes-Oxley with respect to internal control over financial reporting. In addition, Section 404 under Sarbanes-Oxley requires that we assess and our auditors attest to the design and operating effectiveness of our internal control over financial reporting. Our ability to comply with the annual internal control report requirement in future years will depend on the effectiveness of our financial reporting and data systems and controls across our company and our operating subsidiaries. We expect these systems and controls to become increasingly complex as we integrate acquisitions and our business grows. To effectively manage this complexity, we will need to continue to improve our operational, financial, and management controls and our reporting systems and procedures. Any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results or cause us to fail to meet our financial reporting obligations, which could adversely affect our business and jeopardize our listing on the NASDAQ Global Select Market, either of which would harm our stock price.

We are dependent on our executive officers, and the loss of any key personnel may compromise our ability to successfully manage our business and pursue our growth strategy.

Our future performance depends largely on the continuing service of our executive officers and senior management team, especially that of David Brown, our Chief Executive Officer. Our executives are not contractually obligated to remain employed by us. Accordingly, any of our key employees could terminate their employment with us at any time without penalty and may go to work for one or more of our competitors after the expiration of their non-compete period. The loss of one or more of our executive officers could make it more difficult for us to pursue our business goals and could seriously harm our business.

Our growth will be adversely affected if we cannot continue to successfully retain, hire, train, and manage our key employees, particularly in the telesales and customer service areas.

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Our ability to successfully pursue our growth strategy will depend on our ability to attract, retain, and motivate key employees across our business. We have many key employees throughout our organization that do not have non-competition agreements and may leave to work for a competitor at any time. In particular, we are substantially dependent on our telesales and customer service employees to obtain and service new customers. Competition for such personnel and others can be intense, and there can be no assurance that we will be able to attract, integrate, or retain additional highly qualified personnel in the future. In addition, our ability to achieve significant growth in revenue will depend, in large part, on our success in effectively training sufficient personnel in these two areas. New hires require significant training and in some cases may take several months before they achieve full productivity, if they ever do. Our recent hires and planned hires may not become as productive as we would like, and we may be unable to hire sufficient numbers of qualified individuals in the future in the markets where we have our facilities. If we are not successful in retaining our existing employees, or hiring, training and integrating new employees, or if our current or future employees perform poorly, growth in the sales of our services and products may not materialize and our business will suffer.

Our business could be materially harmed if the administration and operation of the Internet no longer rely upon the existing domain system.

The domain registration industry continues to develop and adapt to changing technology. This development may include changes in the administration or operation of the Internet, including the creation and institution of alternate systems for directing Internet traffic without the use of the existing domain system. The widespread acceptance of any alternative systems could eliminate the need to register a domain to establish an online presence and could materially adversely affect our business, financial condition and results of operations.

Activities of customers or the content of their websites could damage our reputation and brand or harm our business and financial results.

As a provider of domain name registration and hosting products and services, we may be subject to potential liability for the activities of our customers in connection with their use (including their misuse) of our offerings. Although our agreements with our customers prohibit unauthorized use of our products and services and permit us to take appropriate actions for such use, customers may nonetheless engage in prohibited activities, which could subject us to liability. Our reputation and brand may also be negatively impacted by the actions of customers. We do not proactively monitor or review the appropriateness of customers’ use of our products or services, and we do not have control over customer activities. While we have safeguards in place, these mechanisms may not be sufficient to avoid harm to our reputation and brand.

Certain federal statutes may apply to us with respect to various activities of our customers, including: the Digital Millennium Copyright Act of 1998 (“DMCA”); the Communications Decency Act of 1996 (“CDA”); and the Anticybersquatting Consumer Protection Act (“ACPA”). The DMCA and the CDA generally protect online service providers like us from liability for certain activities of their customers. For example, the safe harbor provisions of the DMCA shield Internet service providers and other intermediaries from direct or indirect liability for copyright infringement. Under the CDA, we are generally not responsible for the customer-created content hosted on our servers and thus are generally immunized from liability for torts committed by others. Under the safe harbor provisions of the ACPA, domain name registrars are shielded from liability in many circumstances.

Changes to these laws and/or court rulings in pending or future litigation may narrow the scope of protection afforded us. Regardless of these protections, the activities of our customers may result in threatened or actual litigation against us. If such claims are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results.

We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or otherwise harm our competitive position.

Our success depends, in part, on our ability to protect and preserve the proprietary aspects of our technology, web services, and products. If we are unable to protect our intellectual property, our competitors could use our intellectual property to market services and products similar to those offered by us, which could decrease demand for our web services and products. We may be unable to prevent third parties from using our proprietary assets without our authorization. We do not currently rely on patents to protect all of our core intellectual property. To protect, control access to, and limit distribution of our intellectual property, we generally enter into confidentiality and proprietary inventions agreements with our employees, and confidentiality or license agreements with consultants, third-party developers, and customers. We also rely on copyright, trademark, and trade secret protection. However, these measures afford only limited protection and may be inadequate. Enforcing our rights to our technology could be costly, time-consuming and distracting. Additionally, others may develop non-infringing technologies that

17

are similar or superior to ours. Any significant failure or inability to adequately protect our proprietary assets will harm our business and reduce our ability to compete.

Impairment of goodwill and other intangible assets would result in a decrease in earnings.

Current accounting rules require that goodwill and other intangible assets with indefinite useful lives may not be amortized, but instead must be tested for impairment at least annually. These rules also require that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We have substantial goodwill and other intangible assets, and we would be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined. Any impairment charges or changes to the estimated amortization periods could have a material adverse effect on our financial results.

Provisions in our amended and restated certificate of incorporation and bylaws or under Delaware law might discourage, delay, or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Our amended and restated certificate of incorporation and bylaws contain provisions that could depress the trading price of our common stock by acting to discourage, delay, or prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions:

•

establish a classified board of directors so that not all members of our board are elected at one time;

•

provide that directors may only be removed for cause and only with the approval of 66 2/3% of our stockholders;

•

require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and bylaws;

•

authorize the issuance of blank check preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt;

•

prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

•

provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and

•

establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

Additionally, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder and which may discourage, delay, or prevent a change of control of our company.

Item 1B. Unresolved Staff Comments.

None.

18

Item 2. Properties.

The Company owns a 32,780 square foot building in Spokane, Washington, in which a web services sales center is located. In addition, we lease the following principal facilities:

The Company also has short-term leases for approximately 20 geographic markets throughout the United States for the Local Direct Sales “Feet on the Street” initiative.

Item 3. Legal Proceedings.

From time to time, the Company and its subsidiaries receive inquiries from foreign, federal, state and local regulatory authorities or are named as defendants in various legal actions that are incidental to our business and arise out of or are related to claims made in connection with our marketing practices, customer and vendor contracts and employment related disputes. Although the results of these legal actions in which we are involved cannot be predicted with any certainty, we believe that the resolution of these legal actions will not have a material adverse effect on our financial position, marketing practices or results of operations. Defending these legal actions in which we are involved is costly and can impose significant burden on management and there can be no assurance that favorable final outcomes will be obtained. At
December 31, 2015
, there were no material legal matters that were reasonably possible or estimable.

On February 2, 2016, a putative class action was filed in the United States District Court for the Northern District of California against the Company. The complaint arises from the data breach discovered and disclosed by the Company in August 2015, and alleges that the Company violated the California Unfair Competition Law, the California Data Breach Act and the implied covenant of good faith and fair dealing, and a claim for money had and received. The plaintiff seeks unspecified monetary damages, restitution, injunctive relief, and other relief against the Company.

Effective November 10, 2015, our common stock began trading under the ticker symbol "WEB" on the NASDAQ Global Select Market. Prior to that, our common stock traded under the symbol "WWWW" from January 3, 2011 to November 9, 2015, also on the NASDAQ Global Select Market. From October 27, 2008 to January 2, 2011, our common stock was listed on the NASDAQ Global Market under the symbol “WWWW”. Prior to October 27, 2008, our common stock was listed on the NASDAQ Global Market under the symbol “WSPI”. Prior to November 1, 2005, there was no public market for our common stock. The following table sets forth the high and low stock prices of our common stock for the last two fiscal years as reported on the NASDAQ Global Select Market, as appropriate.

2015

2014

High

Low

High

Low

First Quarter

$

19.31

$

14.52

$

37.72

$

29.86

Second Quarter

$

24.34

$

18.15

$

36.50

$

26.32

Third Quarter

$

26.04

$

20.25

$

29.66

$

18.61

Fourth Quarter

$

25.00

$

19.93

$

20.90

$

14.71

The closing price for our common stock as reported by the NASDAQ Global Select Market on February 22, 2016 was $17.75 per common share. As of February 22, 2016, there were 608 stockholders of record of our common stock, not including those shares held in street or nominee name.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings to fund the development and expansion of our business, and therefore we do not anticipate paying cash dividends on our common stock in the foreseeable future. None of our outstanding capital stock is entitled to any dividends and any future determination to pay dividends will be subject to the limitations set forth in our credit agreements and will be at the discretion of our board of directors.

Issuer Purchases of Equity Securities

Share repurchase activity during the three months ended December 31, 2015 was as follows:

Period

Total

Number

of Shares

Purchased(*)

Average

Price Paid

per Share

Total

Number of

Shares

Purchased

as Part of a

Publicly

Announced

Program (*)

Approximate Dollar Value of Shares that May Yet be Purchased Under the Program (*)

October 1 - October 31, 2015

147,100

$

22.28

147,100

$

45,006,838

November 1 - November 30, 2015

88,700

$

23.99

88,700

$

42,879,151

December 1 - December 31, 2015

189,800

$

22.56

189,800

$

38,598,196

Total

425,600

$

22.76

425,600

$

38,598,196

(*)

Cumulative repurchases of 3.1 million common shares totaling $61.4 million have been made since we announced our stock repurchase program on November 5, 2014, which authorizes the repurchase of up to an aggregate of $100 million of our outstanding shares of common stock from time to time. This program, according to its terms, will expire on December 31, 2016. During the three months ended December 31, 2015, 425,600 shares totaling $9.7 million were repurchased. Repurchases under the programs may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan.

20

Stock Performance Graph

The graph below compares the cumulative total return of our common stock relative to the cumulative total returns of the NASDAQ Composite index, the RDG Internet Composite index and two customized peer group of nine companies and seventeen companies, respectively, whose individual companies are listed in footnotes 1 and 2 below. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in each index and in each of the peer groups on December 31, 2010 and its relative performance is tracked through December 31, 2015.

This performance graph shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference to any filing of Web.com under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

21

Item 6. Selected Financial Data.

Year Ended December 31,

2015
(3,4)

2014
(1,3,4)

2013
(1,3,4)

2012
(1,3,4)

2011
(2,3,4)

(in thousands, except per share data)

Consolidated Statement of Comprehensive Income:

Revenue

$

543,461

$

543,937

$

492,315

$

407,646

$

199,205

Income (loss) from operations

$

61,714

$

37,663

$

10,241

$

(36,010

)

$

(40,767

)

Net income (loss) from continuing operations

$

89,961

$

(12,458

)

$

(65,664

)

$

(122,217

)

$

(12,509

)

Income from discontinued operations

$

—

$

—

$

—

$

—

$

200

Net income (loss)

$

89,961

$

(12,458

)

$

(65,664

)

$

(122,217

)

$

(12,309

)

Basic income (loss) from continuing operations per common share

$

1.79

$

(0.24

)

$

(1.34

)

$

(2.61

)

$

(0.41

)

Basic net income from discontinued operations per common share

$

—

$

—

$

—

$

—

$

0.01

Basic income (loss) per common share

$

1.79

$

(0.24

)

$

(1.34

)

$

(2.61

)

$

(0.40

)

Diluted net income (loss) from continuing operations per common share

$

1.72

$

(0.24

)

$

(1.34

)

$

(2.61

)

$

(0.41

)

Diluted net income from discontinued operations per common share

$

—

$

—

$

—

$

—

$

0.01

Diluted income (loss) per common share

$

1.72

$

(0.24

)

$

(1.34

)

$

(2.61

)

$

(0.40

)

Basic weighted average common shares outstanding

50,243

50,920

48,947

46,892

30,675

Diluted weighted average common shares outstanding

52,442

50,920

48,947

46,892

30,675

As of December 31,

2015
(3,4)

2014
(1,3,4,5)

2013
(1,3,4,5)

2012
(1,3,4,5)

2011
(2,3,4,5)

(in thousands)

Consolidated Balance Sheet Data:

Cash and cash equivalents

$

18,706

$

22,485

$

13,806

$

15,181

$

13,364

Working deficiency

$

(167,671

)

$

(117,987

)

$

(118,872

)

$

(113,544

)

$

(78,843

)

Total assets

$

1,157,339

$

1,237,579

$

1,275,723

$

1,322,512

$

1,379,746

Long-term debt

$

411,409

$

500,262

$

554,718

$

683,846

$

698,983

Accumulated deficit

$

(280,624

)

$

(370,585

)

$

(358,127

)

$

(292,463

)

$

(170,246

)

Total stockholders' equity

$

238,177

$

174,090

$

170,045

$

161,613

$

271,756

1.

The Consolidated Statement of Comprehensive Loss includes a $1.8 million, $20.7 million and $42.0 million loss from extinguishing long-term debt during the years ended December 31, 2014, 2013 and 2012, respectively. In addition, a $0.4 million and $5.2 million gain from the sale of an equity method investment was also recorded during the years ended December 31, 2013 and 2012, respectively. See Note 4,
Long-Term Debt,
for more information on the debt transactions.

2.

The 2011 Consolidated Statement of Comprehensive Loss and Consolidated Balance Sheet data above includes the acquisition of Network Solutions from October 28, 2011 through December 31, 2011 and as of December 31, 2011.

3.

Included in the net income for the year ended December 31, 2015 is $48.3 million of income tax benefit. The Company released $68.8 million of valuation allowance on its deferred tax assets in the fourth quarter of 2015. Included in the net loss for the years ended December 31, 2014, 2013, is income tax expense of $21.5 million and $21.3 million, respectively. Included in the net loss for the years ended December 31, 2012, and 2011 is a tax benefit of $16.7 million and $50.1 million, respectively. See Note 13,
Income Taxes
, for information on these transactions.

4.

The working capital deficiency at December 31, 2015, 2014, 2013, 2012 and 2011 is due to the current portion of deferred revenue, partially offset by deferred expenses and deferred tax assets, which get amortized to revenue or expense/benefit rather than settled with cash. As of December 31, 2015, our working deficiency does not include an offset for deferred tax assets due to the effects of the adoption of ASU No. 2015-17,
Balance Sheet Classification of Deferred Taxes
, requiring all deferred tax assets and liabilities and any related valuation allowance to be classified as non-current on our Consolidated Balance Sheets. Prior periods were not retrospectively adjusted.

5.

The Company retrospectively adopted Accounting Standards Update ("ASU") 2015-03 during the fourth quarter of 2015. The impact on the Consolidated Balance Sheet resulted in a decrease of total assets of $0.8 million, $2.0 million, $5.5 million and $19.7 million as of December 31, 2014, 2013, 2012 and 2011, respectively. Long-term debt decreased by $0.8 million, $1.8 million, $4.3 million and $15.7 million as of December 31, 2014, 2013, 2012 and 2011, respectively. The current portion of debt decreased $4 thousand, $0.2 million, $1.2 million and $4.0 million as of December 31, 2014, 2013, 2012 and 2011, respectively.

22

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Safe Harbor

In the following discussion and analysis of results of operations and financial condition, certain financial measures may be considered “non-GAAP financial measures” under Securities and Exchange Commission rules. These rules require supplemental explanation and reconciliation, which is provided in this Annual Report on Form 10-K.

We believe presenting non-GAAP net income, non-GAAP net income per share and non-GAAP operating income measures are useful to investors, because they describe the operating performance of the Company, excluding some recurring charges that are included in the most directly comparable measures calculated and presented in accordance with GAAP. We use these non-GAAP measures as important indicators of our past performance and in planning and forecasting performance in future periods. The non-GAAP financial information we present may not be comparable to similarly-titled financial measures used by other companies, and investors should not consider non-GAAP financial measures in isolation from, or in substitution for, financial information presented in compliance with GAAP.

Overview

Web.com Group, Inc. ("Web.com", the "Company" or "We") provides a full range of internet services to small businesses to help them compete and succeed online. Web.com meets the needs of small businesses anywhere along their lifecycle with affordable, subscription-based solutions including domains, hosting, website design and management, search engine optimization, online marketing campaigns, local sales leads, social media, mobile products and eCommerce solutions. For more information about the Company, please visit http://www.web.com. We do not incorporate information obtained on or accessible through, our website into this Annual Report on Form 10-K and you should not consider it a part of this Annual Report on Form 10-K.

On February 11, 2016, we executed an Agreement and Plan of Merger with Yodle, Inc., a Delaware corporation (“Yodle”), and Shareholder Representative Services, LLC, a Colorado limited liability company, solely in its capacity as the Stockholders’ Representative, pursuant to which we will acquire 100% of the outstanding shares of Yodle. We will pay Yodle stockholders merger consideration of approximately $300 million payable on closing date and $20 million and $22 million payable on the first and second anniversary dates of the closing, respectively, subject to adjustments as described in the Merger Agreement. The consummation of the merger is subject to customary closing conditions, including obtaining U.S. antitrust clearance. Yodle is a leading provider of cloud based local marketing solutions for small businesses with approximately 1,400 employees and over $200 million in annual revenue. Yodle has approximately 58,000 subscribers at an average revenue per user (ARPU) of approximately $300 per month. See Note 19,
Subsequent Events
, for additional information surrounding the transaction.

We have not included the impact of the potential acquisition in any forward-looking statements discussing expectations for the 2016 results of operations herein. The acquisition is expected to close in the first quarter of 2016.

Key Business Metrics

Management periodically reviews certain key business metrics to evaluate the effectiveness of our operational strategies, allocate resources and maximize the financial performance of our business. These key business metrics include:

Net Subscriber Additions

We define net subscriber additions in a particular period as the gross number of new subscribers added during the period, less subscriber cancellations during the period. For this purpose, we only count as new subscribers those customers whose subscriptions have extended beyond the free trial period, if applicable.

We review this metric to evaluate whether we are effectively implementing our business plan. Net subscriber additions above or below our business plan could have a long-term impact on our operating results due to the subscription nature of our business.

Customer Retention Rate (Retention Rate)

Customer retention rate is defined as the trailing twelve month retention metric which we measure as the subscribers at the end of the period divided by the sum of the subscribers at the beginning of the period and the new subscribers added during the last twelve months. Customer cancellations in the trailing twelve months include cancellations from subscriber additions, which is why we include subscriber additions in the denominator. Retention rate is the key metric that allows management to evaluate whether we are retaining our existing subscribers in accordance with our business plan.

Average Revenue per User (Subscriber)

23

Monthly average revenue per user, or ARPU, is a metric we measure on a quarterly basis. We define ARPU as quarterly subscription revenue divided by the average of the number of subscribers at the beginning of the quarter and the number of users at the end of the quarter, divided by three months. We exclude from subscription revenue the impact of the fair value adjustments to deferred revenue resulting from acquisition-related write downs. The fair market value adjustment was $
15.9 million
,
$26.2 million
, and
$41.4 million
for the years ended
December 31, 2015
,
2014
and
2013
, respectively. ARPU is the key metric that allows management to evaluate the impact on monthly revenue from product pricing, product sales mix trends, and up-sell/cross-sell effectiveness.

Sources of Revenue

Subscription Revenue

We currently derive a substantial majority of our revenue from fees associated with our subscription services, which generally include web services, online marketing, eCommerce, and domain name registration offerings. We bill a majority of our customers in advance and recognize revenue on a daily basis over the life of the contract.

Professional Services and Other Revenue

We generate professional services revenue from custom website design, eCommerce store design and support services. Our custom website design and eCommerce store design work is typically billed on a fixed-price basis and over very short periods. Generally, revenue is recognized when the service has been completed.

Cost of Revenue

Cost of revenue consists of expenses related to compensation of our web page development staff, domain name registration costs, directory listing fees, customer support costs, eCommerce store design, search engine registration fees, billing costs, hosting expenses, marketing fees, and allocated overhead costs. We allocate overhead costs such as rent and utilities to all departments based on headcount. Accordingly, general overhead expenses are reflected in each cost of revenue and operating expense category. As our customer base and web services usage grows, we intend to continue to invest additional resources in our website development and support staff.

Operating Expenses

Sales and Marketing Expense

Our direct marketing expenses include the costs associated with the online marketing channels we use to promote our services and acquire customers. These channels include search marketing, affiliate marketing, direct television advertising and online partnerships. Sales costs consist primarily of compensation and related expenses for our sales and marketing staff. Sales and marketing expenses also include marketing programs, such as advertising, corporate sponsorships and other corporate events and communications.

We plan to continue to invest in sales and marketing to add new customers and to increase sales of additional and new services and products to our existing customer base. We also plan to continue investing in direct response television and radio advertising. We have invested a portion of our incremental marketing budget in branding activities such as the umbrella sponsorship of the Web.com Tour and other sports marketing activities. Sales and marketing expenses are expected to increase in total dollars but remain relatively flat as a percentage of total revenue during 2016.

Technology and development

Technology and development represents costs associated with creation, development and distribution of our products and websites. Technology and development expenses primarily consist of headcount-related costs associated with the design, development, deployment, testing, operation and enhancement of our products, as well as costs associated with the data centers and systems infrastructure supporting those products. Technology and development expenses are expected to remain flat as a percentage of total revenue during 2016.

General and Administrative Expense

General and administrative expenses consist of compensation and related expenses for executive, finance, administration, and management information systems personnel, as well as professional fees, corporate development costs, other corporate expenses, and allocated overhead costs. General and administrative expenses are expected to remain relatively flat as a percentage of revenue during 2016.

24

Depreciation and Amortization Expense

Depreciation and amortization expenses relate primarily to our intangible assets recorded due to the acquisitions we have completed, as well as depreciation expense from computer and other equipment, internally developed software, furniture and fixtures, and building and improvement expenditures. Depreciation is expected to increase slightly as we continue to increase our efforts for internally developed software projects. Amortization expense is expected to continue to decrease in 2016 as certain intangible assets from the Network Solutions acquisition become fully amortized.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and related disclosure of contingent assets and liabilities. We review our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies and estimates are described in more detail in Note 1,
The Company and
Summary of Significant Accounting Policies
, to our consolidated financial statements included in this report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification, or (“ASC”), 605,
Revenue Recognition
. We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is reasonably assured.

Thus, we recognize subscription revenue on a daily basis, as services are provided. Customers are billed for the subscription on a monthly, quarterly, semi-annual, annual or on a multi-year basis, at the customer’s option. For all of our customers, regardless of the method we use to bill them, subscription revenue is recorded as deferred revenue in the accompanying consolidated balance sheets. As services are performed, we recognize subscription revenue on a daily basis over the applicable service period. When we provide a free trial period, we do not begin to recognize subscription revenue until the trial period has ended and the customer has been billed for the services.

We account for our multi-element arrangements in accordance with ASC 605-25,
Revenue Recognition: Multiple-Element Arrangements.
We may sell multiple products or services to customers at the same time. For example, we may design a customer website and separately offer other services such as hosting and marketing or a customer may combine a domain registration with other services such as private registration or e-mail. In accordance with ASC 605-25, each element is accounted for as a separate unit of accounting provided the following criteria is met: the delivered products or services has value to the customer on a standalone basis; and for an arrangement that includes a general right of return relative to the delivered products or services, delivery or performance of the undelivered product or service is considered probable and is substantially controlled by the Company. We consider a deliverable to have standalone value if the product or service is sold separately by us or another vendor or could be resold by the customer. Our products and services do not include a general right of return relative to the delivered products. In cases where the delivered products or services do not meet the separate unit of accounting criteria, the deliverables are combined and treated as one single unit of accounting for revenue recognition. We assign value to the separate units of accounting in multiple element arrangements using the relative selling price method which is calculated by taking the standalone selling price of each unit to the total selling price of the arrangement, multiplied by the total sales price. Typically, the deliverables within multiple-element arrangements are provided over the same service period, and therefore revenue is recognized over the same period.

To determine the selling price in multiple-element arrangements, the Company establishes vendor-specific objective evidence of the selling price using the price of the deliverable when sold separately. If we are unable to determine the selling price because vendor-specific objective evidence does not exist, the Company will first look to third-party evidence, and if that is not sufficient, it will determine an estimated sales price through consultation with and approval by the Company’s management, taking into consideration the Company’s relative costs, target profit margins, and any other information gathered during this process.

25

Allowance for Doubtful Accounts

In accordance with our revenue recognition policy, our accounts receivable are based on customers whose payment is reasonably assured. We monitor collections from our customers and maintain an allowance for estimated credit losses based on historical experience as well as specific customer collection issues. While credit losses have historically been within our expectations and the provisions established in our financial statements, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. We do not believe a change in liquidity of any one customer or our inability to collect from any one customer would have a material adverse impact on our consolidated financial position.

We also monitor failed direct debit billing transactions and customer refunds and maintain an allowance for estimated losses based upon historical experience. These provisions to our allowance are recorded as a reduction to revenue.

Accounting for Stock-Based Compensation

We grant to our employees and directors options to purchase common stock at exercise prices equal to the quoted market values of the underlying stock at the time of each grant. We determine the fair value of each option award as of the grant date using the Black-Scholes option pricing valuation model in accordance with ASC 718,
Compensation-Stock Compensation
.

The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model will be affected by our stock price as well as assumptions including our expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, forfeitures and expected dividends.

In addition, we grant performance-based share equity awards that contain service, performance and market conditions. The performance conditions are assessed at each reporting period and compensation expense is recorded to reflect the probable attainment of each condition. The market conditions are valued using a Monte Carlo simulation model. The valuation is prepared with the assistance of a third-party specialist to estimate the grant date fair value of the market condition component of the award.

Goodwill and Intangible Assets

ASC 350,
Intangibles-Goodwill and Other
, permits an entity to first assess qualitative factors to determine whether it is more likely than not (likelihood of greater than 50%) that the fair value of indefinite-lived intangible assets and goodwill balances are less than their carrying amount as a basis for determining whether it is necessary to perform the quantitative test which is also described in ASC 350. However, we continue to perform the quantitative tests to determine whether the carrying value of our indefinite-lived intangible assets and our goodwill is impaired during the year ended
December 31, 2015
. We test goodwill using one reporting unit. We use a market approach to test our goodwill for impairment, while our intangible asset test uses the income approach. The following is not a complete discussion of our calculation, but outlines the general assumptions and steps for testing goodwill and intangible assets for impairment:

Goodwill

The first step involves comparing the fair value of our reporting unit to their carrying value, including goodwill. We use a market capitalization approach after considering an estimated control premium.

If the carrying value of the reporting unit exceeds its fair value, the second step of the test is performed by comparing the carrying value of goodwill to its implied fair value. An impairment charge is recognized for the excess of the carrying value over its implied fair value.

Intangible Assets

We estimate the fair value of indefinite-lived intangibles using the relief-from-royalty method, a form of the income approach. It is based on the principle that ownership of the intangible asset relieves the owner of the need to pay a royalty to another party in exchange for rights to use the asset. Key assumptions in estimating the fair value include, among other items, forecasted revenue, royalty rates, tax rate, and the benefit of tax amortization. We employ a weighted average cost of capital approach to determine the discount rates used in our projections. The determination of the discount rate includes certain factors such as, but not limited to, the risk-free rate of return, market risk, size premium, and the overall level of inherent risk.

If the carrying value of the intangibles exceeds its fair value, an impairment charge is recognized.

26

The results of these analyses indicated that our indefinite-lived intangible assets and our goodwill were not impaired at
December 31, 2015
. See Note 6,
Goodwill and Intangible Assets,
in the consolidated financial statements for additional information.

Accounting for Purchase Business Combinations

All of our acquisitions have been accounted for as purchase transactions, and the purchase price is allocated based on the fair value of the assets acquired and liabilities assumed. The excess of the purchase price over the fair value of net assets acquired or net liabilities assumed is allocated to goodwill. Management weighs several factors in determining the fair value. The analysis typically considers, but is not limited to, the nature of the acquired company’s business, its competitive position, strengths, and challenges; its operating and non-operating assets, if any; its historical financial position and performance; and future plans for the combined entity. Amortizable intangibles, which primarily consists of developed technology, customer relationships, non-compete agreements and trade names, are typically valued using third-party valuation experts, valuation studies and other tools in determining the fair value of amortizable intangibles. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement.

Provision for Income Taxes

We account for income taxes under the provisions of ASC 740,
Income Taxes
, using the liability method. ASC 740 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the difference is expected to reverse.

Further, deferred tax assets are recognized for the expected realization of available deductible temporary differences and net operating loss and tax credit carry forwards. ASC 740 requires companies to assess whether a valuation allowance should be established against deferred tax assets based on consideration of all available evidence using a “more likely than not” threshold. In making such assessments, the Company considers the expected reversals of our existing deferred tax liabilities within the applicable jurisdictions and carry forward periods, based on our existing Section 382 limitations. The Company does not consider deferred tax liabilities related to indefinite lived intangibles or tax deductible goodwill as a source of future taxable income. Additionally, the determination of the amount of deferred tax assets which are more likely than not to be realized is also dependent on projections of future earnings, which are subject to uncertainty and estimates that may change given economic conditions and other factors.

A valuation allowance is recorded to reflect the amount of our deferred tax assets that are more likely than not to be realized based on the above methodology. We review the adequacy of the valuation allowance on an ongoing basis and adjust our valuation allowance in the appropriate period, if applicable.

In December 2015, after weighing all available evidence, we released $68.8 million of our beginning-of-the-year valuation allowance previously recorded against certain of our net deferred tax assets to reflect the amount more likely than not to be realized. See Note 13,
Income Taxes
, for more information.

We will continue to evaluate our ability to realize our deferred tax assets. If future evidence suggests that any changes are required to reflect the amount that is more likely than not to be realized, we will adjust our valuation allowance, as needed in the appropriate period.

We record liabilities for uncertain tax positions related to federal, state and foreign income taxes in accordance with ASC 740. These liabilities reflect the Company’s best estimate of its ultimate income tax liability based on the tax code, regulations, and pronouncements of the jurisdictions in which we do business. Estimating our ultimate tax liability involves significant judgments regarding the application of complex tax regulations across many jurisdictions. If the Company’s actual results differ from estimated results, our effective tax rate and tax balances could be affected. As such, these estimates may require adjustment in the future as additional facts become known or as circumstances change. If applicable, we will adjust the tax provision in the appropriate period.

Results of Operations

Comparison of the results for the
year ended December 31, 2015
to the results for the
year ended December 31, 2014

The following table sets forth our key business metrics for the
year ended December 31,
:

27

For the year ended December 31,

2015

2014

Ending subscribers as of December 31,

3,352,554

3,276,217

Net subscriber additions

76,337

144,243

Customer retention rate

87.5

%

87.9

%

Average revenue per user (monthly)

$

13.87

$

14.62

Net subscribers increased by
76,337
customers during the
year ended December 31, 2015
, as compared to an increase of
144,243
customers during the
year ended December 31, 2014
. The overall increase in subscribers is primarily due to marketing and customer service efforts in current and prior periods. The subscriber additions are, however, lower during the year ended December 31, 2015, when compared to the same prior year period, as we've shifted our emphasis towards higher value subscribers during the last half of the year. Our rolling twelve month customer retention rate as of
December 31, 2015
, was
87.5%
compared to
87.9%
during the same prior year period. The retention rate continued to remain strong, also due to customer service and marketing efforts.

The average revenue per user was
$13.87
during the
year ended December 31, 2015
, as compared to
$14.62
during the same period ended
December 31, 2014
. The decline in average revenue per subscriber is primarily due to lower advertising and hosting revenues, primarily offset by an increase in DIFM services and domain-related product sales.

Revenue

For the year ended December 31,

2015

2014

(in thousands)

Revenue:

Subscription

$

535,706

$

534,955

Professional services and other

7,755

8,982

Total revenue

$

543,461

$

543,937

Total revenue declined slightly to
$543.5 million
in the
year ended December 31, 2015
, from
$543.9 million
in the
year ended December 31, 2014
. Total revenue during the
year ended December 31, 2015
and
2014
, includes the unfavorable impact of
$15.9 million
and
$26.2 million
, respectively, from amortizing into revenue, deferred revenue that was recorded at fair value at the acquisition date. The fair value of the acquired deferred revenue was approximately 51% less than the pre-acquisition historical basis of Network Solutions and Register.com. The unfavorable impact declined
$10.3 million
during the
year ended December 31, 2015
compared to the same prior period. The remaining
$10.7 million
decrease in revenue during the
year ended December 31, 2015
is principally due to lower advertising and hosting revenue, partly offset by an increase in email and domain-related product sales.

Subscription Revenue
. Subscription revenue increased slightly during the
year ended December 31, 2015
, to
$535.7 million
from
$535.0 million
during the
year ended December 31, 2014
. The increase was due a lower volume of acquisition-related revenue that was amortized into deferred revenue and higher email and domain-related sales, partly offset by lower advertising and hosting revenues.

Professional Services and Other Revenue.
Professional services revenue decreased
14%
to
$7.8 million
in the
year ended December 31, 2015
from
$9.0 million
in the
year ended December 31, 2014
due to a lower volume of custom website and ecommerce design revenue.

28

Cost of Revenue

For the year ended December 31,

2015

2014

(in thousands)

Cost of revenue

$

188,445

$

191,778

Cost of Revenue.
Cost of revenue decreased
2%
or
$3.3 million
during the
year ended December 31, 2015
compared to the
year ended December 31, 2014
. During the year ended December 31, 2015, domain registration costs decreased $6.5 million and online marketing expense was $1.1 million lower when compared to the same prior year period. The decrease in domain registration was primarily driven from a lower overall volume of domain names under management as certain prior year promotional domains did not renew. The overall decreases were partially offset by higher partner commission and salaries and benefits, up by $1.3 million and $1.8 million, respectively.

Our gross margin was
65%
during the
year ended December 31, 2014
and remained relatively flat during the
year ended December 31, 2015
. Excluding the
$15.9 million
and
$26.2 million
effect of the adjustment related to the fair value of acquired deferred revenue for the
year ended December 31, 2015
and
2014
, respectively, gross margin was approximately
66%
during both periods.

Operating Expenses

Forward looking statements herein, exclude the potential impact of the Yodle, Inc. acquisition that was announced on February 11, 2016, and is expected to close by the end of the first quarter of 2016, as we have yet to determine how its operations will impact our financial statement line items presented herein. See Note 19,
Subsequent Events,
for additional information on the potential acquisition.

For the year ended December 31,

2015

2014

(in thousands)

Operating Expenses:

Sales and marketing

139,971

148,836

Technology and development

24,313

29,683

General and administrative

72,114

58,992

Restructuring charges

559

166

Asset impairment

—

2,040

Depreciation and amortization

56,345

74,779

Total operating expenses

293,302

314,496

Sales and Marketing Expenses.
Sales and marketing expenses decreased
6%
to
$140.0 million
and were
26%
of total revenue during the
year ended December 31, 2015
, down from
$148.8 million
or
27%
of revenue during the
year ended December 31, 2014
. The
$8.9 million
decrease is primarily from lower investments in sales and marketing activities, primarily online media and affiliate marketing. In addition, direct response television and radio advertising campaigns were scaled back slightly during the year ended December 31, 2015. Partially offsetting the overall decline in sales and marketing expenses were higher salaries, commissions and benefits, primarily due to the inclusion of the Scoot operations, acquired in July 2014, for the entire year ended December 31, 2015. We expect sales and marketing expenses to increase during 2016 but to remain consistent as a percentage of revenue when compared to the full year ended December 31, 2015.

Technology and Development Expenses.
Technology and development expenses decreased
18%
to
$24.3 million
, or
4%
of total revenue, during the
year ended December 31, 2015
, down from
$29.7 million
, or
5%
of total revenue during the
year ended December 31, 2014
. The decrease for the year ended December 31, 2015, was driven by approximately $3.2 million of lower salary and benefits expense resulting from increased labor dollars being capitalized in connection with internally developed software projects as certain billing systems were customized for centralization and improvements continued to be made to our DIY website builder. In addition, software support and data center fees decreased $1.8 million from centralization of data

29

centers in 2014. We expect technology and development to remain flat in total and as a percentage of revenue during 2016 when compared to 2015.

General and Administrative Expenses.
General and administrative expenses increased
22%
to
$72.1 million
, or
13%
of total revenue, during the
year ended December 31, 2015
, up from
$59.0 million
or
11%
of total revenue during the
year ended December 31, 2014
. Overall, during the
year ended December 31, 2015
, salaries and incentive-based compensation expense increased approximately $11.1 million when compared to the same prior year period. Software support fees were also up $1.3 million and regulatory fees were $0.7 million higher from the application of new registrars, both during the year ended December 31, 2015. In 2016, we expect general and administrative expenses to decrease modestly, but remain consistent as a percentage of revenue.

Restructuring Charges.
Restructuring charges for termination benefits of
$0.6 million
and
$0.2 million
during the years ended December 31, 2015 and 2014, respectively, were incurred.

Depreciation and Amortization Expense.
Depreciation and amortization expense decreased from
$74.8 million
during the
year ended December 31, 2014
to
$56.3 million
during the
year ended December 31, 2015
. Amortization expense decreased by $21.4 million during the
year ended December 31, 2015
, as certain intangible assets, primarily relating to the 2011 acquisition of Network Solutions, became fully amortized in 2014. Depreciation expense increased $3.0 million from an increase in internally developed software projects placed into service throughout 2014 and 2015. Depreciation and amortization expense is expected to remain relatively consistent during 2016.

Interest Expense, net.
Net interest expense totaled
$20.0 million
and
$26.7 million
for the
year ended December 31, 2015
and
2014
, respectively. Included in the interest expense for the
year ended December 31, 2015
and
2014
, is approximately $11.4 million and $10.9 million, respectively, from amortizing deferred financing fees and loan origination discounts. Excluding this amortization expense, interest expense decreased $7.2 million during the year ended December 31, 2015, which is driven from realizing a full year of the lower interest rate from the debt repricing completed in September of 2014, as well as from lower overall debt levels resulting from principal payments made during 2015. We expect interest expense to be lower in 2016 as we lower debt levels as we continue to pay down debt. See Note 4,
Long-term Debt
, for additional information.

Loss on Debt Extinguishment
. In September 2014, we refinanced our Predecessor Credit Agreement to realize a further reduction in interest rates. The majority of the refinancing of the Predecessor First Lien Term Loan was accounted for as debt extinguishment in accordance with ASC 470,
Debt
, with the remaining portion considered a debt modification. Approximately 77% of the Predecessor Revolving Credit Facility was accounted for as a debt modification, with the remaining portion treated as debt extinguishment. As a result, a loss on debt extinguishment of
$1.8 million
was recorded during the year ended December 31, 2014.

Income Tax Benefit/Expense.
We recorded a net tax benefit of
$48.3 million
and income tax expense of
$21.5 million
during the year ended December 31, 2015 and December 31, 2014, respectively. The year ended December 31, 2015 includes the reversal of $68.8 million of valuation allowance related to certain of our deferred tax assets, resulting in a net benefit for the year. See Note 13,
Income Taxes
, for additional information.

Outlook.
For 2016 we expect modest revenue growth as we continue our focus on our value added offerings, including DIFM and online marketing, partially offset by declines in our DIY product lines. In addition, the acquisition of Yodle, which is expected to close in the first quarter of 2016, should add revenue and revenue growth to Web.com. We expect to generate strong cash flows which will be used to pay down debt, repurchase common stock and fund marketing investments.

Comparison of the results for the year ended December 31, 2014 to the results for the year ended December 31, 2013

The following table sets forth our key business metrics for the year ended December 31,:

For the year ended December 31,

2014

2013

Ending subscribers as of December 31,

3,276,217

3,120,904

Net subscriber additions

144,243

111,744

Customer retention rate

87.9

%

88.3

%

Average revenue per user (monthly)

$

14.62

$

14.24

30

Net subscribers increased by 144,243 customers during the year ended December 31, 2014, as compared to an increase of 111,744 customers during the year ended December 31, 2013. Our customer retention rate remained strong during the year ended December 31, 2014, but declined slightly compared to the rolling twelve months ended December 31, 2013.The strong retention rate is primarily due to our increased customer service improvement and marketing efforts in current and prior periods..

The average revenue per user was $14.62 during the year ended December 31, 2014, as compared to $14.24 during the same period ended December 31, 2013. The growth in average revenue per subscriber continues to be driven principally by our up-sell and cross-sell campaigns focused on selling higher revenue products to our existing customers as well as the introduction of new product offerings and sales channels oriented toward acquiring higher value customers.

Revenue

For the year ended December 31,

2014

2013

(in thousands)

Revenue:

Subscription

$

534,955

$

482,166

Professional services and other

8,982

10,149

Total revenue

$

543,937

$

492,315

Total revenue increased 10% to $543.9 million in the year ended December 31, 2014 from $492.3 million in the year ended December 31, 2013. Total revenue during the year ended December 31, 2014 and 2013, includes the unfavorable impact of $26.2 million and $41.4 million, respectively, from amortizing into revenue, deferred revenue that was recorded at fair value at the acquisition date. The fair value of the acquired deferred revenue was approximately 51% less than the pre-acquisition historical basis of Network Solutions and Register.com. The unfavorable impact declined $15.2 million during the year ended December 31, 2014 compared to the same prior period. The remaining $36.4 million increase in revenue during the year ended December 31, 2014 continues to be driven principally by our up-sell and cross-sell campaigns focused on selling higher revenue products, primarily our domain and domain related services, advertising, subscription-based customer website products and online marketing products and services. In addition, new product offerings and sales channels contributed to higher revenues during the year ended December 31, 2014.

Subscription Revenue
. Subscription revenue increased 11% during the year ended December 31, 2014 to $535.0 million from $482.2 million during the year ended December 31, 2013. The increase is due to the overall revenue drivers discussed above.

Professional Services and Other Revenue.
Professional services revenue decreased 11% to $9.0 million in the year ended December 31, 2014 from $10.1 million in the year ended December 31, 2013 due to a lower volume of custom website and ecommerce design revenue.

Cost of Revenue

For the year ended December 31,

2014

2013

(in thousands)

Cost of revenue

$

191,778

$

171,747

Cost of Revenue.
Cost of revenue increased 12% or $20.0 million during the year ended December 31, 2014 compared to the year ended December 31, 2013, which was relatively proportionate to the increase in revenue after excluding the adjustments to fair value acquired deferred revenue. During the year ended December 31, 2014, domain registration costs increased $15.9 million, partner commissions increased $2.6 million and billing fees were up $1.2 million when compared to the year ended December 31, 2013. These increases were partly offset by $2.3 million of decreased online marketing costs.

Our gross margin was 65% during the year ended December 31, 2013 and remained relatively flat during the year ended December 31, 2014. Excluding the $26.2 million and $41.4 million effect of the adjustment related to the fair value of acquired deferred revenue for the year ended December 31, 2014 and 2013, respectively, gross margin was approximately 66% and 68%, respectively.

31

Operating Expenses

For the year ended December 31,

2014

2013

(in thousands)

Operating Expenses:

Sales and marketing

$

148,836

$

140,618

Technology and development

29,683

32,468

General and administrative

58,992

55,740

Restructuring charges

166

1,657

Asset impairment

2,040

—

Depreciation and amortization

74,779

79,844

Total operating expenses

$

314,496

$

310,327

Sales and Marketing Expenses.
Sales and marketing expenses increased 6% to $148.8 million and were 27% of total revenue during the year ended December 31, 2014, up from $140.6 million or 29% of revenue during the year ended December 31, 2013. The $8.2 million increase is primarily from our additional investments in sales and marketing activities including corporate sponsorships, direct response television and radio advertising, as well as additional sales resources and online marketing expenditures. Included in the overall increase during the year ended December 31, 2014 is $1.7 million of sports, television and online marketing costs, including internal travel related expenses, and $6.1 million of additional compensation and benefits from increased sales resources. We expect sales and marketing expenses to decrease during 2015 and to decline slightly as a percentage of revenue.

Technology and Development Expenses.
Technology and development expenses decreased 9% to $29.7 million, or 5% of total revenue, during the year ended December 31, 2014, down from $32.5 million, or 7% of total revenue during the year ended December 31, 2013. The decrease for the year ended December 31, 2014 was driven by approximately $3.0 million of lower data center and support costs and $0.6 million of facilities expense. The decrease was partially offset by $0.7 million of higher salary and compensation expense when compared to the same prior year period. In 2015, we expect technology and development expenses as a percentage of total revenue to remain consistent with 2014 levels.

General and Administrative Expenses.
General and administrative expenses increased 6% to $59.0 million, or 11% of total revenue, during the year ended December 31, 2014, up from $55.7 million or 11% of total revenue during the year ended December 31, 2013. Overall, during the year ended December 31, 2014, data center and software support fees increased $2.3 million, facilities and related expenses were up $1.0 million, and consulting and legal fees increased $1.0 million. Corporate development expenses of $0.5 million were incurred during the year ended December 31, 2014. Bad debt expense increased $2.5 million during the year ended December 31, 2014 primarily due to an increase in revenue from our Do-It-Yourself web solutions. Total bad debt expense, however, continues to remain at approximately 1 percent of total revenues. These increases were partly offset by a $5.5 million decrease in employee-related compensation and benefits expense. In 2015, we expect general and administrative expenses to increase modestly.

Restructuring Charges.
A restructuring charge for termination benefits of $0.2 million was incurred during the year ended December 31, 2014. A $1.7 million charge was recorded during the twelve months ended December 31, 2013 resulting from the partial termination of the Herndon, VA operating lease. Included was $1.0 million of termination payments that were made in January 2014, the reversal of a $1.9 million tenant improvement asset and a $1.3 million restructuring liability. The tenant improvement asset and restructuring reserve were previously established in connection with the 2011 acquisition of Network Solutions. See Note 6,
Restructuring Costs
, for additional information surrounding our restructuring charges and reserves.

Depreciation and Amortization Expense.
Depreciation and amortization expense decreased to $74.8 million during the year ended December 31, 2014 down from $79.8 million during the year ended December 31, 2013. Amortization expense decreased by $7.1 million during the year ended December 31, 2014, compared to the same prior year period as certain intangible assets, primarily relating to the 2011 acquisition of Network Solutions, became fully amortized, while depreciation expense increased $2.1 million primarily from internally developed software projects placed into service throughout 2014.

Interest Expense, net.
Net interest expense totaled $26.7 million and $34.3 million for the year ended December 31, 2014 and 2013, respectively. Included in the interest expense for the year ended December 31, 2014 and 2013, respectively, is approximately $10.9 million and $5.4 million from amortizing deferred financing fees and loan origination discounts. The remaining decrease of $13.1 million during the year ended December 31, 2014 is driven from lower interest rates from the

32

convertible debt transaction that closed in August of 2013 and the debt repricings completed in September of 2014, as well as from lower overall debt levels. See Note 4,
Long-term Debt
, for additional information.

Loss on Debt Extinguishment
. In September 2014, we refinanced our Predecessor Credit Agreement to realize a further reduction in interest rates. The majority of the refinancing of the Predecessor First Lien Term Loan was accounted for as debt extinguishment in accordance with ASC 470, Debt, with the remaining portion considered a debt modification. Approximately 77% of the Predecessor Revolving Credit Facility was accounted for as a debt modification, with the remaining portion treated as debt extinguishment. As a result, a loss on debt extinguishment of $1.8 million was recorded during the year ended December 31, 2014.

In March 2013, we repriced our First Lien Term Loan and increased the outstanding balance of $627.9 million by $32.1 million to $660.0 million. In addition, we increased the maximum amount of available borrowings under the Revolving Credit Facility from $60.0 million to $70.0 million. The proceeds received from the additional First Lien Term Loan were used to pay off the Second Lien Term Loan by $32.0 million in its entirety. The repricing and pay off of the Second Lien Term Loan were accounted for as debt extinguishments in accordance with Accounting Standards Codification (“ASC”) 470,
Debt
. In addition, the partial pay down of $208.0 million on the First Lien Term Loan, using proceeds from the August 2013 convertible debt issuance, was also accounted for as a debt extinguishment. As a result of the extinguishments, we recorded a $20.7 million
loss from accelerating unamortized deferred financing fees and loan origination discounts related to both instruments during the year ended December 31, 2013.
Also included in the loss is $7.2 million of prepayment penalties that were paid in March 2013.

Income Tax Expense/Benefit.
We recorded a net tax expense of $21.5 million and $21.3 million during the year ended December 31, 2014 and December 31, 2013, respectively. The year ended December 31, 2014 includes federal and state expense of $3.1 million related to current year book income, $14.5 million related to the net increase in our valuation allowance for the year, $1.6 million related to stock-based compensation, a change in our state deferred tax rate, $1.0 million related to non-deductible compensation costs and $1.3 million related to various other items. See Note 13,
Income Taxes
, for additional information.

Liquidity and Capital Resources

The following table summarizes total cash flows for operating, investing and financing activities for the years ended December 31, (in thousands):

2015

2014

2013

Net cash provided by operating activities

$

152,731

$

117,206

$

102,460

Net cash used in investing activities

(16,077

)

(34,412

)

(14,378

)

Net cash used in financing activities

(140,431

)

(74,091

)

(89,457

)

Effect of exchange rate changes on cash

(2

)

(24

)

—

(Decrease) increase in cash and cash equivalents

$

(3,779

)

$

8,679

$

(1,375

)

Cash Flows Years Ended December 31, 2015 and 2014

As of
December 31, 2015
, we had $
18.7 million
of cash and cash equivalents and $
167.7 million
in negative working capital, as compared to $
22.5 million
of cash and cash equivalents and $
118.0 million
in negative working capital as of
December 31, 2014
. The majority of the negative working capital, as of the years ended December 31, 2015 and 2014, is due to significant balances of deferred revenue, partially offset by deferred expenses, which get amortized to revenue or expense/benefit rather than settled with cash. In addition, we early adopted Accounting Standards Update ("ASU") No. 2015-17,
Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes,
on a prospective basis during the fourth quarter of 2015. The Company's current deferred tax asset balance is classified as noncurrent and netted with noncurrent deferred tax liabilities as of December 31, 2015. Prior periods in our consolidated financial statements were not retrospectively adjusted. The Company expects cash generated from operating activities to be more than sufficient to meet future working capital and debt servicing requirements.

Net cash provided by operations for the
year ended December 31, 2015
increased $
35.5 million
from the
year ended December 31, 2014
primarily due to improvements in operating income during the
year ended December 31, 2015
, and from lower cash incentive compensation paid out in 2015 when compared to 2014. In addition, working capital changes were favorable during the year ended December 31, 2015 when compared to the same prior year period.

Net cash used in investing activities in the
year ended December 31, 2015
was $
16.1 million
, as compared to $
34.4 million
in the
year ended December 31, 2014
due primarily to the absence of cash paid for businesses acquisitions in the current year ended December 31, 2015. In July 2014, we paid $12.1 million in cash and issued 213,200 shares of our common stock to

33

acquire 100% of the equity interests in Touch Local Limited ("Scoot"), the operator of an online business directory network in the United Kingdom. In addition, in February 2014, we acquired substantially all of the assets and certain liabilities of SnapNames.com, Inc. (the "SnapNames Business"), an Oregon corporation from KeyDrive S.A. for which we paid $7.4 million in cash. See Note 5,
Business Combinations
, for additional information surrounding these purchases. Capital expenditures during the year ended December 31, 2015 decreased slightly by
$0.4 million
to
$14.7 million
when compared to the same prior year period. Capital expenditures in the year ended December 31, 2015 included an increase in internally developed software labor as certain billing systems were customized for centralization and improvements in our DIY website builder were made. The year ended December 31,
2014
included costs incurred from building out two centralized data centers that were completed, as well as substantial efforts to improve internally developed software and websites.

Net cash used in financing activities of $
140.4 million
during the year ended December 31, 2015 included $95.3 million of principal payments compared to principal payments of $63.1 million during 2014. Proceeds received from the exercise of stock options decreased from
$9.9 million
to $
8.0 million
in the
year ended December 31, 2015
when compared to the same prior year period. Approximately $
2.4 million
and
$6.3 million
of cash was used to pay employee minimum tax withholding requirements in lieu of receiving common shares during each of the years ended December 31, 2015 and
2014
, respectively. Debt issuance costs of
$3.7 million
were paid during the year ended December 31, 2014 in connection with the September 2014 debt repricing.

Included in financing activities during the year ended December 31, 2015 and 2014, are common stock repurchases of
$50.6 million
and
$10.8 million
, respectively. The repurchases were made in connection with our stock repurchase program announced on November 5, 2014, which authorizes the repurchase of up to $100 million of our outstanding shares of common stock from time to time. This program, according to its terms, will expire on December 31, 2016. Repurchases under the programs may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan. As of December 31, 2015, $38.6 million remains available for repurchase.

Long-term Debt

Refinancing Long-Term Debt

In September 2014, we completed the refinancing of our Predecessor Credit Agreement. The new credit facilities consist of a $200 million secured term loan and a $150 million secured revolving line of credit. Each of the new facilities bears interest at a rate equal to either, at our option, the LIBOR rate plus an applicable margin equal to 2.25% per annum, or the prime lending rate plus an applicable margin equal to 1.25% per annum. The applicable margins for each of the new facilities are subject to reduction by 0.25% or 0.50%, or increase by 0.25%, in each case based upon our consolidate first lien net leverage ratio as of the end of each fiscal quarter. During the quarters ended June 30, 2015 and September 30, 2015, respectively, we benefited from a 0.50% and 0.25% rate reductions on our Term Loan and Revolving Credit Facility resulting from our favorable financial covenant ratios. The interest rate in effect for the Term Loan and Revolving Credit Facility at December 31, 2015 is the LIBOR rate plus an applicable margin of 1.50% per annum. These debt facilities mature in September 2019. See Note 4,
Long-Term Debt
, for additional information.

We used the proceeds of the Term Loan and initially borrowed $109.0 million under the Revolving Credit Facility, together with cash on hand, to repay existing loans under the Predecessor Credit Agreement in their entirety and to pay related fees and expenses. In connection with the repayment, we terminated the Predecessor Credit Agreement.

We must also pay (i) a commitment fee of 0.40% per annum on the actual daily amount by which the revolving credit commitment exceeds then-outstanding loans under the Revolving Credit Facility, subject to reduction by 0.05% or 0.10%, or increase by 0.05%, in each case based upon our consolidated first lien net leverage ratio, (ii) a letter of credit fee to the applicable margin as applied to LIBOR loans under the Revolving Credit Facility and (iii) a fronting fee of 0.125% per annum, calculated on the daily amount available to be drawn under each letter of credit issued under the Revolving Credit Facility. The commitment fee rate at December 31, 2015 is 0.30% per annum, which has also been adjusted down due to favorable covenant ratios during 2015.

We are permitted to make voluntary prepayments with respect to the Revolving Credit Facility and the Term Loan at any time without payment of a premium. We are required to make mandatory prepayments of the Term Loan with (i) net cash proceeds from certain asset sales (subject to reinvestment rights) and (ii) net cash proceeds from certain issuances of debt. The Term Loan amortizes in equal quarterly installments in an aggregate annual amount equal to (i) 2.5% of the original principal amount thereof during the first year of the Term Loan, (ii) 5.0% of the original principal amount thereof during the second year of the Term Loan, (iii) 7.5% of the original principal amount thereof during the third year of the Term Loan, and (iv) 10.0% of the original principal amount thereof during the fourth and fifth years of the Term Loan, with any remaining balance payable on the final maturity date of the Term Loan.

34

Convertible Debt

During the third quarter of 2013, we issued
$258.8 million
aggregate principal amount of
1.00%
Senior Convertible Notes due August 15, 2018 ("2018 Notes"). The 2018 Notes bear interest at a rate of
1.00%
per year, payable semiannually in arrears, on February 15 and August 15 of each year, beginning on February 15, 2014. The conversion price for the 2018 Notes is equivalent to an initial effective conversion price of approximately
$35.00
per share of common stock. At issuance, net proceeds of
$252.3 million
were received from the issuance of the 2018 Notes, which are net of
$6.5 million
of the original issuance discount. In addition, third-party debt issuances costs of
$0.5 million
were incurred in connection with this transaction.

Debt Covenants

The credit agreement entered into on September 9, 2014 require that we not exceed a maximum first lien net leverage ratio and that we maintain a minimum consolidated cash interest expense to consolidated EBITDA coverage ratio as set forth in the table below. The first lien net leverage ratio is defined as the total of the outstanding consolidated first lien debt minus up to $50.0 million of unrestricted cash and cash equivalents, divided by consolidated EBITDA. The consolidated interest coverage ratio is defined as consolidated EBITDA divided by consolidated cash interest expense. Consolidated EBITDA is defined as consolidated net income before (among other things) interest expense, income tax expense, depreciation and amortization, impairment charges, restructuring costs, changes in deferred revenue and deferred expenses, stock-based compensation expense, non-cash losses and acquisition-related costs.

Outstanding debt as of
December 31, 2015
for purposes of the First Lien Net Leverage Ratio is approximately
$178.8 million
. The covenant ratios as of
December 31, 2015
on a trailing 12-month basis are as follows:

Covenant Description

Covenant Requirement as of

December 31, 2015

Ratio at December 31, 2015

Favorable/

(Unfavorable)

First Lien Net Debt to Consolidated EBITDA

Not greater than 2.75

1.18

1.57

Consolidated Interest Coverage Ratio

Greater than 2.00

17.33

15.33

In addition to the financial covenants listed above, the First Lien Credit Agreement includes customary covenants that limit (among other things) the incurrence of debt, the disposition of assets, and making of certain payments. Substantially all of our tangible and intangible assets collateralize the long-term debt as required by the Credit Agreement.

Cash Flows Years Ended December 31, 2014 and 2013

As of
December 31, 2014
, we had $
22.5 million
of cash and cash equivalents and $
118.0 million
in negative working capital, as compared to $
13.8 million
of cash and cash equivalents and $
118.9 million
in negative working capital as of
December 31, 2013
. The majority of the negative working capital, as of the years ended December 31, 2014 and 2013, is due to significant balances of deferred revenue, partially offset by deferred expenses and deferred tax assets, which get amortized to revenue or expense/benefit rather than settled with cash. The Company expects cash generated from operating activities to be more than sufficient to meet future working capital and debt servicing requirements.

Net cash provided by operations for the
year ended December 31, 2014
increased $
14.7 million
from the
year ended December 31, 2013
primarily due to improvements in operating income during the
year ended December 31, 2014
, and from the absence of a $7.2 million prepayment penalty that was paid in 2013 in connection with the March 2013 debt repricing. The overall increase during the year ended December 31, 2014 was partially offset by unfavorable working capital changes.

35

Net cash used in investing activities in the
year ended December 31, 2014
was $
34.4 million
, as compared to $
14.4 million
in the
year ended December 31, 2013
. In July 2014, we paid $12.1 million in cash and issued 213,200 shares of our common stock to acquire 100% of the equity interests in Touch Local Limited ("Scoot"), the operator of an online business directory network in the United Kingdom. In addition, in February 2014, we acquired substantially all of the assets and certain liabilities of SnapNames.com, Inc. (the "SnapNames Business"), an Oregon corporation from KeyDrive S.A. for which we paid $7.4 million in cash. See Note 5,
Business Combinations
, for additional information surrounding these purchases. Capital expenditures during the year ended December 31, 2014 increased slightly by
$0.5 million
to
$15.2 million
. The year ended December 31,
2013
primarily included costs incurred from building out two centralized data centers that were completed and put into service in the first quarter of 2013. The year ended December 31, 2014 included increased efforts to improve internally developed software and websites.

Net cash used in financing activities of $
74.1 million
during the year ended December 31, 2014 included a
$3.7 million
payment for debt issuance costs related to the September 2014 debt refinancing discussed below; compared to $2.8 million incurred during 2013. Net principal payments of $63.1 million and $86.3 million were made during the
year ended December 31, 2014
and 2013, respectively. Proceeds received from the exercise of stock options decreased from
$14.2 million
to $
9.9 million
in the
year ended December 31, 2014
when compared to the same prior year period. Approximately $
6.3 million
of cash was used to pay employee minimum tax withholding requirements in lieu of receiving common shares during each of the years ended December 31, 2014 and
2013
.

Included in financing activities during the year ended December 31, 2014, are common stock repurchases of
$10.8 million
. The repurchases were made in connection with our stock repurchase program announced on November 5, 2014, which authorizes the repurchase of up to $100 million of our outstanding shares of common stock from time to time. This program, according to its terms, will expire on December 31, 2016. Repurchases under the programs may take place in the open market or in privately negotiated transactions, including derivative transactions, and may be made under a Rule 10b5-1 plan.

Contractual Obligations and Commitments

Our principal commitments consist of long-term debt and interest payments, obligations under operating leases for office space and other unconditional marketing and operational purchase obligations. The following summarizes our contractual obligations as of
December 31, 2015
(in thousands):

Payment Due by Period

Contractual Obligations

Total

2016

2017

2018

2019

2020

Thereafter

Long-term debt (1)

$

445,000

$

—

$

16,250

$

278,750

$

150,000

$

—

$

—

Current maturities of long-term debt

11,250

11,250

—

—

—

—

—

Interest payments on long-term debt (1)

17,825

5,940

5,713

4,428

1,744

—

—

Operating lease obligations (2)

31,580

7,646

6,618

5,956

4,926

3,455

2,979

Uncertain tax positions (3)

—

—

—

—

—

—

—

Purchase obligations (4)

81,716

15,074

13,593

13,049

13,000

13,000

14,000

Total

$

587,371

$

39,910

$

42,174

$

302,183

$

169,670

$

16,455

$

16,979

(1)

The scheduled principal payment requirements for the Term Loan are presented. Projected interest payments for the revolving credit facility were calculated based on outstanding principal amounts using interest rates in effect as of December 31, 2015. The 2018 long term debt obligations reflect the maturity of the Senior Convertible Notes that are due August 15,2018 and the 2019 debt obligations reflect the maturity of the Term Loan and revolving credit facility.

(2)

Operating lease obligations are shown net of sublease rentals for the amounts related to each period presented.

(3)

The settlement date is unknown for approximately $3.5 million of uncertain tax positions which have been excluded from the table above. See Note 13 - Income Taxes for additional information on uncertain tax positions.

(4)

Purchase obligations include corporate sponsorships and long-term service contracts for data storage and other operating items.

36

As of December 31, 2015 we have
$143.0 million
of available borrowings under the Revolving Credit Facility.

Off-Balance Sheet Obligations

As of December 31, 2015 and 2014, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Summary

Our future capital uses and requirements depend on numerous forward-looking factors. These factors include but are not limited to the following:

•

the costs involved in the expansion of our customer base (including through acquisitions of other businesses or assets);

•

the costs associated with the principal and interest payments of future debt service;

•

the costs involved with investment in our servers, storage and network capacity;

•

the costs associated with the expansion of our domestic and international activities;

•

the costs involved with our technology and development activities to upgrade and expand our service offerings;

•

the extent to which we acquire or invest in other technologies and businesses

•

the extent to which we repurchase our common shares under stock repurchase programs; and

•

the costs involved with the Yodle acquisition.

We believe that our existing cash and cash equivalents at December 31, 2015 in addition to 2016 operating cash flows will be sufficient to meet our projected operating requirements for at least the next 12 months.

New Accounting Standards

See Note 2,
New Accounting Standards
, for a discussion of recently issued accounting pronouncements that may affect our financial results and disclosures in future periods.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Exchange Risk

The majority of our subscription agreements and operating expenses are denominated in U.S. dollars. However, we have sales and customer support operations in Canada and a technology administrative center in Argentina. In addition, in July 2014 we acquired an online business directory network in the United Kingdom. All of these operations are exposed to fluctuations in foreign currencies including, but not limited to, the British pound, the Canadian dollar and the Argentina peso. Exchange rate fluctuations have had little impact on our operating results and cash flows, but we analyze our exposure to currency fluctuations and may engage in financial hedging techniques in the future. As of December 31, 2015 and 2014, there were no expenses that were hedged.

Interest Rate Sensitivity

We had unrestricted cash and cash equivalents totaling
$18.7 million
and
$22.5 million
at
December 31, 2015
and
December 31, 2014
, respectively. The unrestricted cash, cash equivalents and short-term marketable securities are held for working capital purposes. We do not enter into investments for trading or speculative purposes. Due to the short-term nature of these investments, we do not anticipate that the interest rates will materially fluctuate; therefore, we believe we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, will reduce future investment income.

As of
December 31, 2015
, we had
$456.3 million
of total debt outstanding, excluding unamortized debt discounts. We have exposure to market risk for changes in interest rates related to
$197.5 million
of these borrowings. Our variable rate debt is based on 1-month LIBOR plus 1.50% on the Term Loan and Revolving Credit Facility. A hypothetical 10% increase in the current variable interest rates in effect would have resulted in additional interest expense of
$50 thousand
during the
year ended
December 31, 2015
, assuming the principal balances remain unchanged.

37

Non-GAAP Financial Measures

In addition to our financial information presented in accordance with U.S. GAAP, management uses certain “non-GAAP financial measures” within the meaning of the SEC Regulation G. Generally, a non-GAAP financial measure is a numerical measure of a company's operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with U.S. GAAP.

We believe presenting non-GAAP measures is useful to investors because it describes the operating performance of the company, excluding some recurring charges that are included in the most directly comparable measures calculated and presented in accordance with GAAP. Our management uses these non-GAAP measures as important indicators of the Company's past performance and in planning and forecasting performance in future periods. The non-GAAP financial information we present may not be comparable to similarly-titled financial measures used by other companies, and investors should not consider non-GAAP financial measures in isolation from, or in substitution for, financial information presented in compliance with GAAP. You are encouraged to review the reconciliation of non-GAAP financial measures to GAAP financial measures included in this Annual Report on Form 10-K.

Relative to each of the non-GAAP measures Web.com presents, management further sets forth its rationale as follows:

Non-GAAP Operating Income and Non-GAAP Operating Margin
. Web.com excludes from non-GAAP operating income and non-GAAP operating margin, amortization of intangibles, asset impairment, fair value adjustment to deferred revenue and deferred expense, restructuring expenses, corporate development expenses, and stock-based compensation charges. Management believes that excluding these items assists management and investors in evaluating period-over-period changes in Web.com's operating income without the impact of items that are not a result of the Company's day-to-day business and operations.

•

Non-GAAP Net Income and Non-GAAP Net Income Per Basic and Diluted Share
. Web.com excludes from non-GAAP net income and non-GAAP net income per basic and diluted share amortization of intangibles, asset impairment, income tax provision, fair value adjustment to deferred revenue and deferred expense, restructuring expenses, corporate development expenses, amortization of debt discounts and fees, loss on debt extinguishment, and stock-based compensation, and includes estimated cash income tax payments, because management believes that adjusting for such measures helps management and investors better understand the Company's operating activities.

Non-GAAP Gross Profit and Non-GAAP Gross Margin
. Web.com excludes from non-GAAP gross profit and non-GAAP gross margin, fair value adjustment to deferred revenue and deferred expense, and stock based compensation charges. Management believes that excluding these items assists management and investors in evaluating period-over-period changes in Web.com's gross profit and gross margin without the impact of items that are not a result of the Company's day-to-day business operations.

•

Free Cash Flow.
Free cash flow is a non-GAAP financial measure that Web.com uses and defines as net cash provided by operating activities less capital expenditures. The Company considers free cash flow to be a liquidity measure which provides useful information to management and investors about the amount of cash generated by the business after the acquisition of property and equipment, which can then be used for investment opportunities.

In respect of the foregoing, Web.com provides the following supplemental information to provide additional context for the use and consideration of the non-GAAP financial measures used elsewhere in this press release:

•

Stock-based compensation
. These expenses consist of expenses for employee stock options and employee awards under Accounting Standards Codification ("ASC") 718-10. While stock-based compensation expense calculated in accordance with ASC 718-10 constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because such expense is not used by management to assess the core profitability of the Company's business operations. Web.com further believes these measures are useful to investors in that they allow for greater transparency to certain line items in our financial statements. In addition, when management performs internal comparisons to Web.com's historical operating results and compares the Company's operating results to the Company's competitors, management excludes this item from various non-GAAP measures.

38

•

Amortization of intangibles
. Web.com incurs amortization of acquired intangibles under ASC 805-10-65. Acquired intangibles primarily consist of customer relationships, customer lists, non-compete agreements, trade names, and developed technology. Web.com expects to amortize for accounting purposes the fair value of the acquired intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue, the Company believes the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding the Company's operational performance. In addition, when management performs internal comparisons to Web.com's historical operating results and compares the Company's operating results to the Company's competitors, management excludes this item from various non-GAAP measures.

Restructuring expense
. Web.com has recorded restructuring expenses and excludes the impact of these expenses from its non-GAAP measures, because such expense is not used by management to assess the core profitability of the Company's business operations.

•

Income tax expense
. Due to the magnitude of Web.com's historical net operating losses and related deferred tax asset, the Company excludes income tax from its non-GAAP measures primarily because it is not indicative of the actual tax to be paid by the Company and therefore is not reflective of ongoing operating results. The Company believes that excluding this item provides meaningful supplemental information regarding the Company's operational performance and facilitates management's internal comparisons to the Company's historical operating results and comparisons to the Company's competitors' operating results. The Company includes the estimated tax that the Company expects to pay for operations during the periods presented.

•

Fair value adjustment to deferred revenue and deferred expense
. Web.com has recorded a fair value adjustment to acquired deferred revenue and deferred expense in accordance with ASC 805-10-65. Web.com excludes the impact of these adjustments from its non-GAAP measures, because doing so results in non-GAAP revenue and non-GAAP net income which are reflective of ongoing operating results and more comparable to historical operating results, since the majority of the Company's revenue is recurring subscription revenue. Excluding the fair value adjustment to deferred revenue and deferred expense therefore facilitates management's internal comparisons to Web.com's historical operating results.

•

Corporate development expenses
. Web.com incurred expenses relating to acquisitions and the successful integration of acquisitions. Web.com excludes the impact of these expenses from its non-GAAP measures, because such expense is not used by management to assess the core profitability of the Company's business operations.

•

Gains or losses from asset sales or impairment and certain other transactions.
Web.com excludes the impact of asset sales or impairment and certain other transactions including debt extinguishments and the sale of equity method investment from its non-GAAP measures because the impact of these items is not considered part of the Company's ongoing operations.

39

The following table presents our non-GAAP measures for the periods indicated (in thousands):

Web.com Group, Inc.

Reconciliation of GAAP to Non-GAAP Results

(in thousands, except for per share data and percentages)

(unaudited)

Twelve months ended December 31,

2015

2014

2013

Reconciliation of GAAP revenue to non-GAAP revenue

GAAP revenue

$

543,461

$

543,937

$

492,315

Fair value adjustment to deferred revenue

15,909

26,163

41,407

Non-GAAP revenue

$

559,370

$

570,100

$

533,722

Reconciliation of GAAP net income (loss) to non-GAAP net income

GAAP net income (loss)

$

89,961

$

(12,458

)

$

(65,664

)

Amortization of intangibles

39,283

60,719

67,833

Loss on sale of assets

—

—

135

Asset impairment

—

2,040

—

Stock based compensation

20,064

19,567

18,502

Income tax (benefit) expense

(48,260

)

21,544

21,327

Restructuring charges

559

166

1,657

Corporate development

599

499

—

Amortization of debt discounts and fees

11,392

10,932

5,431

Cash income tax expense

(2,512

)

(1,243

)

(320

)

Fair value adjustment to deferred revenue

15,909

26,163

41,407

Fair value adjustment to deferred expense

633

1,027

1,561

Loss on debt extinguishment

—

1,838

20,663

Gain on sale of equity method investment

—

—

(385

)

Non-GAAP net income

$

127,628

$

130,794

$

112,147

Reconciliation of GAAP diluted net income (loss) per share to non-GAAP diluted net income per share

Dilutive shares:

2015

2014

2013

Basic weighted average common shares

50,243

50,920

48,947

Dilutive stock options

1,757

2,727

2,993

Dilutive restricted stock

426

554

803

Dilutive performance shares

16

—

—

Total dilutive weighted average common shares

52,442

54,201

52,743

Reconciliation of GAAP diluted net income (loss) per share to non-GAAP diluted net income per share

The following tables set forth selected unaudited quarterly consolidated statement of operations data for the eight most recent quarters. The information for each of these quarters has been prepared on the same basis as the audited consolidated financial statements, and in the opinion of management, includes all adjustments necessary for the fair presentation of the results of operations for such periods. This data should be read in conjunction with the audited consolidated financial statements and the related notes included in this annual report. These quarterly operating results are not necessarily indicative of our operating results for any future period.

Three Months Ended

Mar 31,

2015

Jun 30,

2015

Sept 30,

2015

Dec 31,

2015
(2)

Mar 31,

2014

Jun 30,

2014

Sept 30,

2014 (1)

Dec 31,

2014

Total revenue

$

132,600

$

135,719

$

136,821

$

138,321

$

133,843

$

138,176

$

137,407

$

134,511

Total cost of revenue

48,702

47,102

46,410

46,231

46,586

48,599

47,925

48,667

Gross profit

83,898

88,617

90,411

92,090

87,257

89,577

89,482

85,844

Total operating expenses

72,749

73,682

73,678

73,193

77,712

79,225

80,221

77,339

Income from operations

11,149

14,935

16,733

18,896

9,545

10,352

9,261

8,505

Net income (loss)

$

2,339

$

4,550

$

6,094

$

76,977

$

490

$

(794

)

$

(3,419

)

$

(8,735

)

Net income (loss) per common share:

Basic

$

0.05

$

0.09

$

0.12

$

1.55

$

0.01

$

(0.02

)

$

(0.07

)

$

(0.17

)

Diluted

$

0.04

$

0.09

$

0.12

$

1.48

$

0.01

$

(0.02

)

$

(0.07

)

$

(0.17

)

(1)

Included in the quarter ended September 31, 2014 is a $1.8 million loss on debt extinguishment. The Company terminated the Predecessor Credit Agreement and entered into a five-year $200 million secured term loan facility and a five-year secured revolving credit facility that provides up to $150 million of revolving loans. The Company used the proceeds of the Term Loan and initially borrowed $109 million of loans under the Revolving Credit Facility, together with cash on hand, to repay existing loans under the Predecessor Credit Agreement in their entirety and to pay related fees and expenses.

(2)

Included in the fourth quarter ended December 31, 2015 is the reversal of $68.8 million of valuation allowance for certain U.S. federal and state deferred tax assets, which resulted in the Company recording a tax benefit of $62.7 million in the quarter.

42

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Based on their evaluation as of
December 31, 2015
, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective at the reasonable assurance level to ensure that the information required to be disclosed by us in this annual report on Form 10-K was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules, and that such information is accumulated and communicated to us to allow timely decisions regarding required disclosures.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

Management's Report on Internal Control over Financial Reporting

The management of Web.com Group, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance, based on an appropriate cost-benefit analysis, regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2015
. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in
Internal Control-Integrated Framework.
Based on management’s assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of
December 31, 2015
.

The Company’s independent certified registered public accounting firm, Ernst & Young LLP, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting.

Changes in Internal Controls Over Financial Reporting.

There have been no changes in our internal controls over financial reporting during the
three months ended December 31, 2015
that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

43

Report of Independent Registered Certified Public Accounting Firm

The Board of Directors and Shareholders of Web.com Group, Inc.

We have audited Web.com Group Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Web.com Group, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.